<PAGE>

                                                                     EXHIBIT 2.2


                              Dated 3 October 1999

         (as amended by the Amendment Agreement dated 13 December 2002)


                          LUCITE INTERNATIONAL LIMITED
                                    as Parent
         and certain of its subsidiaries as Borrowers and/or Guarantors

                           DEUTSCHE BANK AG LONDON and

                           MERRILL LYNCH INTERNATIONAL
                             as Joint Lead Arrangers

                           DEUTSCHE BANK AG LONDON and

                        MERRILL LYNCH CAPITAL CORPORATION
                                as Original Banks

                             DEUTSCHE BANK AG LONDON
                                as Facility Agent

                             DEUTSCHE BANK AG LONDON
                                as Security Agent




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

                                CREDIT FACILITIES
                             FOR THE ACQUISITION OF
                            THE ACRYLICS BUSINESS OF
                        IMPERIAL CHEMICAL INDUSTRIES PLC

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








                                   [GRAPHIC]

                               SHEARMAN & STERLING
                                     LONDON

<PAGE>


                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                     PAGE
<S>                                                                        <C>
1. INTERPRETATION.............................................................1

2. THE FACILITIES............................................................22

3. PARTICIPATION OF BANKS....................................................23

4. CONDITIONS PRECEDENT......................................................26

5. DRAWINGS..................................................................27

6. INTEREST..................................................................28

7. REPAYMENT.................................................................32

8. PREPAYMENT................................................................33

9. CANCELLATION..............................................................36

10. FEES.....................................................................36

11. CURRENCY OPTION..........................................................37

12. TAXES AND OTHER DEDUCTIONS...............................................39

13. CHANGE IN CIRCUMSTANCES..................................................41

14. PAYMENTS.................................................................43

15. REPRESENTATIONS AND WARRANTIES...........................................45

16. UNDERTAKINGS.............................................................52

17. EVENTS OF DEFAULT........................................................81

18. GUARANTEES...............................................................85

19. THE AGENTS AND THE ARRANGERS.............................................89

20. ASSIGNMENTS AND TRANSFERS................................................94

21. PRO RATA PAYMENTS, RECEIPTS AND SET OFF..................................95

22. NOTICES, CONFIDENTIALITY AND CERTIFICATES................................98

23. AMENDMENTS, WAIVERS AND CONSENTS.........................................99

24. INDEMNITIES.............................................................101

25. PARTIAL INVALIDITY......................................................103

26. GOVERNING LAW AND SUBMISSION TO JURISDICTION............................103
</TABLE>


                                       1
<PAGE>

<TABLE>
<S>                                                                       <C>
27. COUNTERPARTS............................................................104

SCHEDULE 1..................................................................105

        THE BANKS...........................................................105

SCHEDULE 2..................................................................106

        THE BORROWERS AND THE GUARANTORS....................................106

        PART A - THE BORROWERS..............................................106

        PART B - THE GUARANTORS.............................................106

SCHEDULE 3..................................................................107

        DOCUMENTARY CONDITIONS PRECEDENT....................................107

SCHEDULE 4..................................................................111

        FORM OF DRAWING REQUEST.............................................111

SCHEDULE 5..................................................................112

        ADDITIONAL COSTS RATE...............................................112

SCHEDULE 6..................................................................114

        TRANSFER CERTIFICATE................................................114

SCHEDULE 7..................................................................119

        ACCESSION DOCUMENT..................................................119

SCHEDULE 8..................................................................121

        ANCILLARY FACILITIES................................................121

SCHEDULE 9..................................................................123

        PROVISIONS RELATING TO LETTERS OF CREDIT/BANK GUARANTEES............123

SCHEDULE 10.................................................................126

        SECURITY DOCUMENTS..................................................126

SCHEDULE 11.................................................................127

        FORM OF CONFIDENTIALITY UNDERTAKING.................................127

SCHEDULE 12.................................................................129

        FORMALITIES CERTIFICATE.............................................129

SCHEDULE 13.................................................................131

        FORMS OF LETTER OF CREDIT/BANK GUARANTEE............................131
</TABLE>


                                       2
<PAGE>

<TABLE>
<S>                                                                       <C>

        PART I - FORM OF LETTER OF CREDIT...................................131

        PART II - FORM OF BANK GUARANTEE....................................134
</TABLE>


                                       3
<PAGE>

THIS FACILITY AGREEMENT is made on 3 October 1999 (as amended by the Amendment
Agreement dated 13 December 2002).

BETWEEN:-

(1)     LUCITE INTERNATIONAL LIMITED (a company incorporated in England with
        registered number 3830507) (the "PARENT");

(2)     THE COMPANIES identified in Part A of Schedule 2 as Borrowers;

(3)     THE COMPANIES identified in Part B of Schedule 2 as Guarantors;

(4)     DEUTSCHE BANK AG LONDON and MERRILL LYNCH INTERNATIONAL as joint lead
        arrangers (together the "ARRANGERS");

(5)     DEUTSCHE BANK AG LONDON and MERRILL LYNCH CAPITAL CORPORATION as
        original banks (the "ORIGINAL BANKS");

(6)     DEUTSCHE BANK AG LONDON as Facility Agent;

(7)     DEUTSCHE BANK AG LONDON as Security Agent.

NOW IT IS HEREBY AGREED as follows:-

1       INTERPRETATION

1.1     DEFINITIONS

        In this Agreement, unless the context otherwise requires the following
        expressions shall have the following meanings:-

        "ACCESSION DOCUMENT" means an agreement substantially in the form set
        out in Schedule 7 pursuant to which a member of the Group becomes a
        Borrower and/or a Guarantor;

        "ACCOUNTING QUARTER" means each period in respect of which quarterly
        consolidated management accounts are required to be prepared by the
        Parent being in each case a period of approximately thirteen weeks
        ending on or about 31 March, 30 June, 30 September and 31 December of
        each Financial Year;

        "ACQUISITION" means the acquisition of the Target Shares and the Target
        Business pursuant to the Acquisition Documents;

        "ACQUISITION AGREEMENT" means the agreement dated on or around the date
        hereof relating to the acquisition of the Target Shares and the Target
        Business made between, inter alia, UK ParentCo 3 and others as
        purchasers and the Vendor;

        "ACQUISITION DOCUMENTS" means the Acquisition Agreement and all other
        agreements executed pursuant to the Acquisition Agreement between the
        parties thereto;

        "ACRYLICS JAPAN" means Ineos Acrylics Japan KK, a company to be
        incorporated in Japan with its registered office at Kuramae Central
        Building 8F, 1-10 Kuramae, 3-chome Taito-ku, Tokyo 111-0051;


                                       1
<PAGE>

        "ADDITIONAL COSTS RATE" means in relation to an Advance or unpaid sum
        the rate per annum notified by any Bank to the Facility Agent to be the
        cost to that Bank of compliance with all reserve asset, liquidity or
        cash margin or other like requirements of the Bank of England, the
        Financial Services Authority, the European Central Bank or in relation
        to Regulation D in the United States of America and which in the case of
        the Bank of England and the Financial Services Authority shall be
        determined in accordance with Schedule 5;

        "ADVANCE" means:-

        (a)     when designated "TRANCHE A", the principal amount of each
                advance made or to be made under the Tranche A Term Facility;

        (b)     when designated "TRANCHE B", the principal amount of each
                advance made or to be made under the Tranche B Term Facility;

        (c)     when designated "TRANCHE C", the principal amount of each
                advance made or to be made under the Tranche C Term Facility;

        (d)     when designated "REVOLVING", the principal amount of each
                advance made or to be made under the Revolving Facility; and

        (e)     and without any such designation, a "TRANCHE A ADVANCE",
                "Tranche B Advance", "TRANCHE C ADVANCE" and/or a "REVOLVING
                ADVANCE", as the context requires;

        in each case as from time to time reduced by repayment or prepayment and
        in each case subject as provided in Clause 6 (Interest);

        "AFFILIATE" has the meaning given in the Acquisition Agreement;

        "AGENTS" means collectively the Facility Agent and the Security Agent;

        "AGREED FINANCIAL PROJECTIONS" means the financial projections and
        forecast for the Business in the agreed form;

        "AMENDMENT AGREEMENT" means the amendment agreement to this Agreement in
        the agreed terms dated on or about 13 December 2002 between the Parent
        and the Facility Agent;

        "ANCILLARY BANK" means a Revolving Bank in its capacity as provider of
        Ancillary Facilities;

        "ANCILLARY DOCUMENTS" means the documents setting out the terms on which
        the Ancillary Facilities are made available;

        "ANCILLARY FACILITIES" means working capital facilities made available
        by a Revolving Bank by redesignation of a portion of its Revolving
        Commitment in accordance with Clause 2.2 (Ancillary Facilities) and
        Schedule 8;

        "ANCILLARY LIMIT" means, in relation to an Ancillary Bank, the maximum
        amount (excluding accrued uncapitalised interest, fees and like charges)
        which it has agreed to make available by way of Ancillary Facilities as
        varied from time to time in accordance with this Agreement and the
        Ancillary Documents;

        "APPLICABLE GAAP" means accounting principles, standards and practices
        generally accepted from time to time in the United Kingdom;


                                       2
<PAGE>

        "AUDITORS" means such firm of accountants as may be appointed auditors
        of the Group in accordance with Clause 16.6(c) (Appointment of
        Auditors);

        "AVAILABILITY PERIOD" means the period commencing on the date of this
        Agreement and ending on:-

        (a)     in the case of each Term Facility, 30 November, 1999; or

        (b)     in the case of the Revolving Facility, the date which is one
                month prior to the Revolving Facility Repayment Date;

        "AVAILABLE AMOUNT" means, in respect of any Permitted Joint Venture or
        acquisition (other than of China Project Newco or the China Project)
        made or to be made in any Capex Period:

        (a)     the Capex Limit for that Capex Period; less

        (b)     the aggregate of all Adjusted Capital Expenditure during that
                Capex Period, other than in respect of the Permitted Joint
                Venture or acquisition referred to above;

        "BANK" means:-

        (a)     when designated "TRANCHE A", the Original Banks identified in
                Schedule 1 as participating in the Tranche A Term Facility;

        (b)     when designated "TRANCHE B", the Original Banks identified in
                Schedule 1 as participating in the Tranche B Term Facility;

        (c)     when designated "TRANCHE C", the Original Banks identified in
                Schedule 1 as participating in the Tranche C Term Facility;

        (d)     when designated "REVOLVING", the Original Banks identified in
                Schedule 1 as participating in the Revolving Facility,

        and in each case any Transferee to whom rights and/or obligations are
        assigned or transferred in accordance with Clause 20 (Assignments and
        Transfers) (until, in each case, its entire participation in the
        Facilities has been assigned or transferred to a Transferee in
        accordance with Clause 20 (Assignments and Transfers)) (collectively the
        "BANKS");

        "BANKING DISCLOSURE LETTER" means the disclosure letter dated of even
        date hereof in the agreed terms from the Parent to, inter alia, the
        Facility Agent;

        "BANK GUARANTEE" means a guarantee issued or to be issued by an Issuing
        Bank under the Revolving Facility in the form provided for in Part II of
        Schedule 13 or in such other form as may be agreed between the Parent,
        the Facility Agent and the relevant Issuing Bank;

        "BORROWERS" means each of the companies identified in Part A of Schedule
        2 and each member of the Group which becomes a borrower hereunder by
        executing an Accession Document in accordance with Clause 2.4 and
        "BORROWER" means any of them;

        "BRIDGE FACILITIES" means the bridge loan facilities to be made
        available by the Bridge Finance Parties under the terms of the Bridge
        Facilities Agreements;

        "BRIDGE FACILITIES AGREEMENTS" has the meaning specified in the
        Intercreditor Agreement;


                                       3
<PAGE>

        "BRIDGE FINANCE PARTIES " means the parties specified as Bridge
        Creditors in Part B of Schedule 1 to the Intercreditor Agreement and
        their successors, assignees and transfers and "BRIDGE FINANCE PARTY"
        means any of them;

        "BUSINESS" means the acrylics business carried on by the Target more
        particularly described in the Acquisition Agreement;

        "BUSINESS DAY" means:

        (a)     a day (not being a Saturday or Sunday) on which banks are
                generally open for business (other than a day on which banks are
                open only for the operation of business in euros):

        (b)     in London; and

        (c)     if such reference relates to the date for payment or purchase of
                any sum denominated in any Optional Currency, the principal
                financial centre of the country of such Optional Currency; and

        (d)     in relation to rate fixing for Euros only, a day on which the
                Trans-European Automated Real-Time Gross Settlement Express
                Transfer System ("TARGET") is operating;

        "CAPEX LIMIT" means, in respect of any Capex Period, the maximum amount
        of Adjusted Capital Expenditure for the Group in respect of that Capex
        Period permitted under (and as adjusted in accordance with) Clause
        16.7(e) (Capital Expenditure);

        "CAPEX PERIOD" means:

        (a)     the period from the Completion Date to 31 December 1999; or

        (b)     thereafter, each consecutive Financial Year of the Parent, until
                and including the year ended 31 December 2007; or

        (c)     thereafter, the period from 1 January 2008 to 30 September 2008;

        "CASH COLLATERAL ACCOUNT" means any interest bearing account with the
        Facility Agent or any Ancillary Bank opened or to be opened in the name
        of a Borrower into which sums are to be paid in accordance with Clause 8
        (Prepayment) or in the provision of cash cover and held as security for
        the obligations of such Borrower under the Senior Finance Documents and
        in relation to which such Borrower shall have complied with the
        requirements of paragraph 6 of Schedule 9 (Cash Cover);

        "CASH EQUIVALENTS" means:

        (a)     securities issued by, or unconditionally guaranteed by, the
                United Kingdom Government, the United States Government or the
                government of any Specified Sovereign or issued by any agency
                thereof and, as the case may be, guaranteed by the United
                Kingdom Government or backed by the full faith and credit of the
                United States Government or the government of any Specified
                Sovereign, in each case maturing within one year of the date of
                acquisition;

        (b)     commercial paper issued by any corporation organised under the
                laws of the United Kingdom, the United States or a Specified
                Sovereign maturing no more than one year from the date of
                acquisition thereof and, at the time of acquisition, having a
                rating of at least A-1 from Standard and Poors' Corporation or
                at least P-1 from Moody's Investor Services Inc.;

        (c)     certificates of deposit or bankers' acceptances issued by any
                commercial bank organised under the laws of the United Kingdom,
                the United States or a Specified Sovereign maturing within


                                       4
<PAGE>

                one year from the date of acquisition thereof issued by any bank
                having a long term unsecured debt rating of at least A-1 from
                Standard and Poors' Corporation or at least P-1 from Moody's
                Investor Services Inc.;

        (d)     investments in money market funds which invest substantially all
                their assets in securities of the types described in paragraphs
                (a) to (c) above;

        "CDC DDBS" means the subordinated, unsecured and unguaranteed deep
        discounted bonds 2004 in an aggregate principal nominal amount not
        exceeding Pound Sterling53,400,000 in the agreed form, issued or to be
        issued by the Parent from time to time to the CDC DDBs Holders in
        accordance with the terms of the CDC DDBs Documents;

        "CDC DDBS CREDITORS" has the meaning given to that expression in the
        Subordination Agreement;

        "CDC DDBS DOCUMENT" means the CDC DDBs Subscription Agreement, the CDC
        DDBs Instrument, the CDC DDBs, the Subordination Agreement and any other
        document, agreement or instrument in the agreed form providing for the
        payment of any amount by a member of the Group to the CDC DDBs
        Creditors;

        "CDC DDBS HOLDER" has the meaning given to the expression "Deep Discount
        Bond Holder" in the CDC DDBs Instrument;

        "CDC DDBS INSTRUMENT" means the instrument, in the agreed form, dated on
        or before the Effective Date pursuant to which the CDC DDBs are issued
        from time to time by the Parent to the CDC DDBs Holders;

        "CDC DDBS SUBSCRIPTION AGREEMENT" means the subscription agreement, in
        the agreed form dated on or before the Effective Date pursuant to which
        the Subscribers (as defined therein) agree to subscribe for CDC DDBs
        from time to time;

        "CDC DDBS SUBSCRIPTION PERIOD" means the "Subscription Period" as
        defined in the CDC DDBs Subscription Agreement;

        "CHANGE OF CONTROL" shall mean:

        (a)     any change in the legal or beneficial ownership of the shares of
                the Parent after the date hereof or entry into any agreement
                which results in the Original Equity Investors ceasing to own
                either:

                (i)     more than 50% of the equity share capital of the Parent;
                        or

                (ii)    equity share capital having the right to cast more than
                        50% of the votes capable of being cast in general
                        meetings of the Parent; or

        (b)     UK ParentCo 3 ceasing to be a wholly-owned subsidiary of UK
                ParentCo 2, UK ParentCo 2 ceasing to be a wholly-owned
                subsidiary of UK ParentCo 1 and UK ParentCo 1 ceasing to be a
                wholly-owned subsidiary of the Parent;

        (c)     UK Finco, UK BondCo, UK Overseas HoldCo, UK Trader HoldCo, UK-US
                HoldCo ceasing to be directly wholly-owned subsidiaries of UK
                ParentCo 3;

        (d)     any change of control as such term is defined or described in
                the Bond Finance Documents;


                                       5
<PAGE>

        "CHINA PROJECT" means the Chinese company (WOFE) incorporated by China
        Project Newco for the purpose of constructing a methyl methacrylate
        plant in China to take the HCN by-product from a proposed acrylonitrile
        plant to be built by British Petroleum and the Shanghai Petrochemical
        Corporation;

        "CHINA PROJECT NEWCO" means Ever1918 Limited (to be renamed Lucite
        International China Holdings Limited), a company incorporated in England
        with registered number 4563520 and a direct wholly-owned Subsidiary of
        the Parent;

        "CLOSING ACCOUNT" means each account with the Facility Agent opened for
        the purposes of collection of funds required to effect Completion and
        references to the "CLOSING ACCOUNT" shall be construed as references to
        any such account;

        "COMMITMENT" means:-

        (a)     when designated "TRANCHE A", in relation to an Original Bank and
                the Tranche A Term Facility, the amount set opposite its name in
                Schedule 1 in relation to the Tranche A Term Facility and, in
                relation to any other Bank, the amount or the total amount of
                the Tranche A Commitments transferred to it under a Transfer
                Certificate or Transfer Certificates or other document pursuant
                to which it becomes party to, or acquires rights under, this
                Agreement;

        (b)     when designated "TRANCHE B", in relation to an Original Bank and
                the Tranche B Term Facility, the amount set opposite its name in
                Schedule 1 in relation to the Tranche B Term Facility and, in
                relation to any other Bank, the amount or the total amount of
                the Tranche B Commitments transferred to it under a Transfer
                Certificate or Transfer Certificates or other document pursuant
                to which it becomes party to, or acquires rights under, this
                Agreement;

        (c)     when designated "TRANCHE C", in relation to an Original Bank and
                the Tranche C Term Facility, the amount set opposite its name in
                Schedule 1 in relation to the Tranche C Term Facility and, in
                relation to any other Bank, the amount or the total amount of
                the Tranche C Commitments transferred to it under a Transfer
                Certificate or Transfer Certificates or other document pursuant
                to which it becomes party to, or acquires rights under, this
                Agreement;

        (d)     when designated "REVOLVING", in relation to an Original Bank and
                the Revolving Facility, the amount set opposite its name in
                Schedule 1 in relation to the Revolving Facility and, in
                relation to any other Bank, the amount or the total amount of
                the Revolving Commitments transferred to it under a Transfer
                Certificate or Transfer Certificates or other document pursuant
                to which it becomes party to, or acquires rights under, this
                Agreement;

        less, in any such case:-

        (a)     that part thereof transferred by it in accordance with Clause 20
                (Assignments and Transfers); and

        (b)     that part thereof which has been cancelled, reduced or
                terminated in accordance with this Agreement,

        and without any such designation means "TRANCHE A COMMITMENT", "TRANCHE
        B COMMITMENT", "TRANCHE C COMMITMENT" and/or "REVOLVING COMMITMENT";

        "COMPLETION" means completion of the sale and purchase of the Target
        Shares and the Target Business pursuant to the Acquisition Agreement;

        "COMPLETION ACCOUNTING PRINCIPLES" means:-


                                       6
<PAGE>

        "DUTCH OVERSEAS HOLDCO" means Sythol Investment BV (to be renamed Ineos
        Acrylics Dutch Overseas HoldCo BV), a company incorporated in The
        Netherlands with registered office at Messeyweg 16, P.O. Box 1222, 3180
        AE Rozenburg, The Netherlands;

        (a)     for the purposes of the preparation and/or audit of any audited
                financial statements (whether consolidated or unconsolidated) of
                any member of the Group, those accounting principles, standards
                and practices which were utilised in the Latest Audited
                Accounts; or

        (b)     for the purposes of the preparation of management accounts
                (whether consolidated or unconsolidated) of any member of the
                Group, such accounting principles, standards and practices as
                are consistent with the Completion Accounting Principles
                referred to in paragraph (a) above applied to the extent
                appropriate in the context of preparation of management accounts
                drawn up in accordance with good accounting practice;

        subject to any changes made in accordance with Clause 16.6(i)
        (Completion Accounting Principles);

        "COMPLETION DATE" means the date on which Completion takes place;

        "CONSTITUTIONAL DOCUMENTS" means the constitutional documents of the
        Parent and each of UK ParentCo 1, UK ParentCo 2, UK ParentCo 3, UK
        Finco, UK BondCo, UK Overseas HoldCo, UK Trader HoldCo, UK TraderCo,
        UK-US HoldCo, UK Partner Co 1, UK Partner Co 2, Dutch Overseas HoldCo,
        Dutch HoldCo, US Partnership and US HoldCo;

        "CONTINGENT LIABILITY" means, at any time:-

        (a)     in relation to an Issuing Bank and a Letter of Credit or Bank
                Guarantee, the actual and/or contingent liability of that
                Issuing Bank under that Letter of Credit or Bank Guarantee at
                that time; or

        (b)     in relation to a Revolving Bank and a Letter of Credit or a Bank
                Guarantee, the actual and/or contingent liability of that
                Revolving Bank in relation to that Letter of Credit or Bank
                Guarantee at that time as a result of the obligations assumed by
                it under paragraph 4(b) (Indemnity) of Schedule 9;

        "DELAYED COMPLETION" has the meaning specified in the Acquisition
        Agreement;

        "DELAYED COMPLETION DATE" has the meaning specified in the Acquisition
        Agreement;

        "DRAWDOWN EVENT" has the meaning given to that expression in the
        Amendment Agreement;

        "DRAWING" means a drawing by a Borrower of the Tranche A Term Facility,
        the Tranche B Term Facility, the Tranche C Term Facility or the
        Revolving Facility, as the case may be;

        "DRAWING DATE" means, in relation to a Drawing, the date for the making
        of such Drawing as specified by the relevant Borrower in the relevant
        Drawing Request;

        "DRAWING REQUEST" means a notice requesting an Advance or issue of a
        Letter of Credit or Bank Guarantee in the form set out in Schedule 4;

        "DUTCH HOLDCO" means Ferndale International BV (to be renamed Ineos
        Acrylics Netherlands BV), a company incorporated in The Netherlands with
        registered office at Messeyweg 16, P.O. Box 1222, 3180 AE Rozenburg, The
        Netherlands;


                                       7
<PAGE>

        "DUTCH RE-ORGANISATION" means the share for share contribution by UK
        Overseas HoldCo to Dutch Overseas HoldCo of the shares in ICI Acrylics
        GmbH, ICI Acrylics Holland BV and Dutch HoldCo in exchange for shares in
        Dutch Overseas HoldCo;

        "EFFECTIVE DATE" has the meaning given to that expression in the
        Amendment Agreement;

        "ENVIRONMENT" means all gases, air, vapours, liquids, water, land,
        surface and sub-surface soils, rock, flora, fauna, wetlands and all
        other natural resources or part thereof including artificial or manmade
        buildings, structures or enclosures;

        "ENVIRONMENTAL CONSENT" means any consent required under or in relation
        to Environmental Laws;

        "ENVIRONMENTAL LAWS" means all laws, directives or regulatory codes of
        practice concerning the Environment or health and safety which are at
        any time binding upon a member of the Group in the jurisdictions in
        which such member of the Group carries on business or operates
        (including, without limitation, by the export of its products or its
        waste thereto);

        "EQUITY INVESTORS" means the Original Equity Investors, any assignee or
        transferee of any interest in the Parent and any other person at any
        time having an equity interest in the Parent;

        "ERISA" means the Employee Retirement Income Security Act of 1974 of the
        United States of America as amended from time to time and any
        regulations promulgated and rulings issued thereunder;

        "ERISA AFFILIATE" means any person that for the purposes of Title IV of
        ERISA is from time to time a member of the controlled group of any
        Obligor, or under common control with any Obligor within the meaning of
        Section 414 of the Internal Revenue Code of the United States of
        America;

        "ERISA EVENT" means (a)(i) the occurrence of a reportable event, within
        the meaning of Section 4043 of ERISA, with respect to any Plan unless
        the 30-day notice requirement with respect to such event has been waived
        by the PBGC or (ii) the requirements of Section 4043(b) of ERISA apply
        with respect to a contributing sponsor, as defined in Section
        4001(a)(13) of ERISA, of a Plan, and an event described in paragraph
        (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably
        expected to occur with respect to such Plan within the following 30
        days; (b) the application for a minimum funding waiver with respect to a
        Plan; (c) the provision by the administrator of any Plan of a notice of
        intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA
        (including any such notice with respect to a plan amendment referred to
        in Section 4041(e) of ERISA); (d) the cessation of operations at a
        facility of any Obligor or any ERISA Affiliate in the circumstances
        described in Section 4062(e) of ERISA; (e) the withdrawal by any Obligor
        or any ERISA Affiliate from a Multiple Employer Plan during a plan year
        for which it was a substantial employer, as defined in Section
        4001(a)(2) of ERISA; (f) the conditions for imposition of a lien under
        Section 302(f) of ERISA shall have been met with respect to any Plan;
        (g) the adoption of an amendment to a Plan requiring the provision of
        security to such Plan pursuant to Section 307 of ERISA; or (h) the
        institution by the PBGC of proceedings to terminate a Plan pursuant to
        Section 4042 of ERISA, or the occurrence of any event or condition
        described in Section 4042 of ERISA that constitutes grounds for the
        termination of, or the appointment of a trustee to administer, such
        Plan;

        "EURO", "EURO" or "EUROS" means the single currency of Participating
        Member States;

        "EVENT OF DEFAULT" means any of the events specified in Clause 17.1
        (Events of Default);

        "EXCESS CASH FLOW" means, in respect of any Financial Year, Cashflow for
        that Financial Year less:-


                                       8
<PAGE>

        (a)     Total Debt Service of the Group for that Financial Year;

        (b)     the aggregate amount of prepayments of Term Advances made
                pursuant to Clause 8.1 (Voluntary Prepayments) and applied in
                accordance with Clause 8.5 (Prepayments: Order of Application)
                during that Financial Year;

        (c)     an amount equal to the amount of Capital Expenditure which has
                not been made in that Financial Year and which is permitted to
                be made in the following Financial Year pursuant to Clause 16.7
                (e) (Capital Expenditure); and

        (d)     the net cash proceeds of any issue of equity or any capital
                contributions not required to be applied in prepayment in
                accordance with Clause 8.3 (Mandatory Prepayments from
                Receipts);

        "EXISTING JV COMPANIES" means Kaohsiung Monomer Company Limited, ICI
        Alpha BV and Asiatic Acrylics Co Limited and "EXISTING JV COMPANY" means
        any of them;

        "FACILITIES" means the Term Facilities, the Revolving Facility and the
        Ancillary Facilities and "FACILITY" means any of them;

        "FACILITY AGENT" means Deutsche Bank AG LONDON acting in its capacity as
        agent for the Banks or such other agent for the Banks as shall be
        appointed pursuant to Clause 19.9 (Resignation of Agents);

        "FACILITY AGENT'S SPOT RATE OF EXCHANGE" with respect to any currency on
        any date means the spot rate of exchange of the Facility Agent for the
        purchase of the appropriate amount of such currency with such other
        currency as shall be specified in the London Foreign Exchange Market at
        or about 11.00 am for delivery two Business Days thereafter;

        "FEES LETTERS" means the letters from the Arrangers to the Parent dated
        on or about the date of this Agreement setting out details of certain
        fees payable by the Parent in connection with the Facilities and
        referred to in Clause 10 (Fees);

        "FINAL TRANCHE A REPAYMENT DATE" means 30 September 2006;

        "FINAL TRANCHE B REPAYMENT DATE" means 30 September 2007;

        "FINAL TRANCHE C REPAYMENT DATE" means 30 September 2008;

        "FINANCE DOCUMENTS" means:-

        (a)     when designated "SENIOR", this Agreement, each Security
                Document, the Intercreditor Agreement, the Investor Side-Letter,
                the Hedging Documents, the Ancillary Documents, each Accession
                Document, the Amendment Agreement, the Subordination Agreement,
                each Transfer Certificate and the Fees Letters;

        (b)     when designated "SENIOR SUBORDINATED", the Bridge Finance
                Documents and the Bond Finance Documents together;

        (c)     when designated "BOND ", the indenture constituting the High
                Yield Notes, the High Yield Guarantees, the Intercreditor
                Agreement, and any other agreement or document evidencing the
                terms of the High Yield Notes and any other agreement or
                document that may be entered into or executed pursuant thereto
                or in connection therewith, in each case, in the agreed form;


                                       9
<PAGE>

        (d)     when designated "BRIDGE ", the Bridge Facilities Agreements, the
                Intercreditor Agreement, and any other agreement or document
                that may be entered into or executed pursuant thereto or in
                connection therewith, in each case, in the agreed form; and

        (e)     without any such designation, the Senior Finance Documents and
                the Senior Subordinated Finance Documents;

        "FINANCIAL INDEBTEDNESS" means any indebtedness in respect of or arising
        under or in connection with:-

        (a)     moneys borrowed (including overdrafts); or

        (b)     money raised including any debenture, bond (other than a
                performance bond issued in the ordinary course of trading by one
                member of the Group in respect of the obligations of another
                member of the Group), note or loan stock or other similar
                instrument; or

        (c)     any acceptance or documentary credit; or

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

        (e)     the acquisition cost of any asset to the extent payable after
                the time of acquisition or possession by the person liable as
                principal obligor for the payment thereof where the deferred
                payment is arranged primarily as a method of raising finance or
                financing or refinancing the acquisition of the asset acquired;
                or

        (f)     the sale price of any asset to the extent paid before the time
                of sale or delivery by the person liable to effect such sale or
                delivery where the advance payment is arranged primarily as a
                method of raising finance or financing or refinancing the
                manufacture, assembly, acquisition or holding of the asset to be
                sold; or

        (g)     finance leases, credit sale or conditional sale agreements
                (whether in respect of land, buildings, plant, machinery,
                equipment or otherwise) which are treated as finance leases in
                accordance with Applicable GAAP (but not including liabilities
                under operating leases); or

        (h)     any agreement for managing or hedging currency and/or interest
                rate and/or commodity risk provided that where such agreement
                provides for netting to occur this paragraph (h) shall include
                the net amount of the payment obligation outstanding from the
                relevant member of the Group thereunder after such netting-off
                has occurred; or

        (i)     the amount payable under any put option or other arrangement
                whereby any member of the Group is liable, at the request of a
                third party, to purchase share capital or other securities
                issued by it or any other member of the Group; or

        (j)     the amount payable by any member of the Group in respect of the
                redemption of any share capital or other securities issued by it
                or any other member of the Group (if the share capital or other
                securities are redeemable at the option of their holder or if
                the relevant member of the Group is otherwise obliged to redeem
                them); or

        (k)     amounts raised under any other transaction required to be
                accounted for as a borrowing under Applicable GAAP; or

        (l)     any guarantee, indemnity or similar assurance against financial
                loss of any person in respect of any indebtedness falling within
                paragraphs (a) to (k) inclusive of this definition,

        and so that, where the amount of Financial Indebtedness falls to be
        calculated, no amount shall be taken into account more than once in the
        same calculation;


                                       10
<PAGE>

        "FINANCIAL YEAR" means each period ending on 31st December in respect of
        which audited consolidated financial statements of the Group are
        required to be prepared;

        "FINCO/BONDCO LOAN AGREEMENT" means the loan agreement made between UK
        BondCo and UK Finco pursuant to which the proceeds of the Bridge
        Facilities are advanced to UK Finco by UK BondCo;

        "GROUP" means the Parent and its Subsidiaries from time to time and
        "MEMBER OF THE GROUP" means any one of them;

        "GUARANTORS" means each of the companies identified in Part B of
        Schedule 2 and any other member of the Group which shall have become a
        guarantor hereunder by executing an Accession Document and "GUARANTOR"
        means any of them;

        "HEDGING BANK" means any Bank in its capacity as provider of interest
        rate hedging in relation to the Term Facilities under the Hedging
        Documents;

        "HEDGING DOCUMENTS" has the meaning given to that term in the
        Intercreditor Agreement;

        "HIGH YIELD GUARANTEES" means together the High Yield Senior Guarantees
        and the High Yield Subordinated Guarantees (as such terms are defined in
        the Intercreditor Agreement);

        "HIGH YIELD NOTEHOLDERS" means the subscribers for the High Yield Notes
        and any successor, assignee or transferee of any such person;

        "HIGH YIELD NOTES" means the bonds issued or to be issued by UK BondCo
        (in an aggregate principal amount of approximately US$200,000,000 with
        such terms and guarantees as permitted by the Intercreditor Agreement
        pursuant to Rule 144A and/or Regulation S under the US Securities Act
        1933, as amended, or any notes issued pursuant to an exchange of such
        bonds for notes registered with the US Securities and Exchange
        Commission and bearing terms identical to those of the original bonds
        other than the provision relating to registration rights);

        "ICI GROUP" has the meaning given in the Acquisition Agreement;

        "INFORMATION PACKAGE" means the Syndication Memorandum and the Agreed
        Financial Projections;

        "INSUFFICIENCY" means, with respect to any Plan, the amount, if any, of
        its unfunded benefit liabilities, as defined in Section 4001(a)(18) of
        ERISA;

        "INTELLECTUAL PROPERTY" means all patents and patent applications, trade
        and service marks and trade and service mark applications (and all
        goodwill associated with such applications), all brand and trade names,
        all copyrights and rights in the nature of copyright, all design rights,
        all registered designs and applications for registered designs, all
        trade secrets, know-how and all other intellectual property rights owned
        by members of the Group throughout the world or the interests of any
        member of the Group in any of the foregoing, and all rights under any
        agreements entered into by or for the benefit of any member of the Group
        relating to the use or exploitation of any such rights;

        "INTELLECTUAL PROPERTY RIGHTS" has the meaning given in the Acquisition
        Agreement;

        "INTER-COMPANY LOAN AGREEMENTS" means (i) the loan agreement, in the
        agreed terms, made between UK Finco, Dutch HoldCo, UK Trader and
        Acrylics Japan and (ii) the loan agreement, in the agreed terms, made
        between UK Finco and US Partnership;


                                       11
<PAGE>

        "INTERCREDITOR AGREEMENT" means the intercreditor agreement, in the
        agreed terms, entered or to be entered into between, inter alia, each of
        the Senior Finance Parties, the Bridge Finance Parties and the Obligors;

        "INTEREST PERIOD" means a period by reference to which interest is
        calculated and payable on an Advance or overdue sum;

        "INVESTMENT AGREEMENT" means the investment and shareholders agreement
        in the agreed terms dated on or about the date of this Agreement
        between, inter alia, the Management, the Original Equity Investors and
        the Parent providing, inter alia, for the subscription of shares in the
        Parent;

        "INVESTOR DOCUMENTS" means the Constitutional Documents and the
        Investment Agreement;

        "INVESTOR SIDE-LETTER" means together the letters, in the agreed form,
        to be entered into by each Original Equity Investor and any transferee
        or assignee in favour of the Security Agent;

        "ISSUING BANK" means Deutsche Bank AG London in its capacity as issuer
        of any Letter of Credit or Bank Guarantee and/or any other Bank which
        agrees to issue a Letter of Credit and/or Bank Guarantee in accordance
        with Clause 5.6(c) (Issue of Letters of Credit/Bank Guarantees) in its
        capacity as issuer of such Letter of Credit or Bank Guarantee;

        "LATEST AUDITED ACCOUNTS" means the audited accounts of the Target for
        the Financial Year ending 31st December 1998;

        "LATEST MANAGEMENT ACCOUNTS" means the management accounts of the Target
        for the month ending on or about 31st August 1999;

        "LENDING OFFICE" means, in relation to a Bank, the office through which
        it is acting for the purposes of this Agreement and any other office
        which it has notified in accordance with Clause 3.2(b) is to be its
        Lending Office for the purposes of a particular Drawing or particular
        type of Drawing to be made available to an Obligor;

        "LETTER OF CREDIT" means a letter of credit issued or to be issued by an
        Issuing Bank under the Revolving Facility in the form set out in Part I
        of Schedule 13 or in such other form as may be agreed between the
        Parent, the Facility Agent and an Issuing Bank;

        "LEVERAGE RATIO" means the ratio of Total Debt to EBITDA (each as
        defined in Clause 16.9 (Financial Definitions)) of the Group;

        "LIBOR" means, in relation to an Advance or unpaid sum the rate which
        appears on Telerate Page 3740 or 3750 for deposits in the currency of
        and in an amount equal or comparable to such Advance or unpaid sum for
        the duration of the relevant Interest Period at or about 11.00 am on the
        applicable Rate Fixing Day or if no such rate appears on Telerate Page
        3740 or 3750 at or about 11.00 am on the relevant Rate Fixing Day, then:

        (a)     the arithmetic mean (rounded up, if necessary, to the nearest
                four decimal places) of the respective rates (as quoted to the
                Facility Agent at its request) offered by the Reference Banks to
                leading banks in the London interbank market at or about 11.00
                am on the applicable Rate Fixing Day for deposits in the
                relevant currency in an amount equal or comparable to such
                Advance or unpaid sum for the duration of the relevant Interest
                Period; or


                                       12
<PAGE>

        (b)     if any Reference Bank does not provide a quote as contemplated
                by paragraph (a) above, the relevant arithmetic mean determined
                on the basis of the quotations supplied by the remaining
                Reference Banks; or

        (c)     if no (or only one) Reference Bank supplies a quote as
                contemplated by paragraph (b), above the provisions of Clause
                13.4 (Change in Market Conditions) shall apply.

        For the purposes of this Agreement the references to "TELERATE PAGE 3740
        OR 3750" means the display designated as Page 3740 or Page 3750 on the
        Telerate Service (or such other page as may replace Page 3740 or Page
        3750 on that service), or such other service as may be nominated by the
        British Bankers' Association as the information vendor for the purpose
        of displaying the British Bankers' Association Interest Settlement Rates
        for deposits in the relevant currencies;

        "LISTING" means a listing of all or any part of the share capital of any
        member of the Group on the London Stock Exchange or on any other
        recognised investment exchange (as defined in the Financial Services Act
        1986) or any other sale or issue by way of flotation or public offering
        or any equivalent circumstances in relation to any member of the Group
        in any jurisdiction or country.

        "MAJORITY BANKS" means, at any time:-

        (a)     Banks whose Commitments aggregate more than 66 2/3 per cent. of
                the Total Commitments (and for this purpose the amount of an
                Ancillary Bank's Revolving Commitment shall not be reduced by
                the amount of its Ancillary Limit); or

        (b)     if the Total Commitments have been reduced to zero, Banks whose
                Commitments aggregated more than 66 2/3 per cent. of the Total
                Commitments immediately before the reduction;

        "MARGIN" means:-

        (a)     in relation to the Tranche A Term Facility, 2 per cent. per
                annum; and

        (b)     in relation to the Tranche B Term Facility, 2.5 per cent. per
                annum; and

        (c)     in relation to the Tranche C Term Facility, 3 per cent. per
                annum; and

        (d)     in relation to the Revolving Facility, 2 per cent. per annum;

        subject, in the case of the Tranche A Term Facility and the Revolving
        Facility, to the provisions of Clause 6.6 (Margin Adjustment);

        "MATERIAL ADVERSE EFFECT" means any effect, event, matter or
        circumstance:-

        (a)     which in the reasonable opinion of the Majority Banks is
                materially adverse to:-

                (i)     the business, assets or financial condition of the Group
                        (taken as a whole); or

                (ii)    the ability of any Obligor to perform any of its payment
                        obligations under any of the Finance Documents or the
                        ability of the Parent to perform its obligations under
                        Clause 16.7 (Financial Covenants); or

        (b)     which results in any of the Senior Finance Documents not being
                legal, valid and binding on and, subject to reservations,
                enforceable against any party thereto and/or in the case of any
                Security Documents not providing to the Security Agent security
                over the assets expressed to be secured under the Security
                Documents in each case in a manner or to an extent which the



                                       13
<PAGE>

                Majority Banks reasonably consider to be materially prejudicial
                to the interests of any Senior Finance Party under the Senior
                Finance Documents;

        "MATERIAL GROUP COMPANY" means:-

        (a)     each Obligor; and

        (b)     any other Subsidiary of the Parent, the profit from ordinary
                activities before interest, taxation, depreciation, amortisation
                and exceptional items, turnover or gross assets of which exceeds
                5% of the profit from ordinary activities before interest,
                taxation, depreciation, amortisation and exceptional items,
                turnover or gross assets of the Group, and for this purpose the
                calculation of profit from ordinary activities before interest,
                taxation, depreciation, amortisation and exceptional items,
                turnover or gross assets shall:-

                (i)     be made in accordance with Applicable GAAP;

                (ii)    in the case of a company which itself has Subsidiaries,
                        be made by using the consolidated profit from ordinary
                        activities before interest, taxation, depreciation,
                        amortisation and exceptional items, turnover or gross
                        assets, as the case may be, of it and its Subsidiaries;
                        and

                (iii)   be made by reference to the latest available quarterly
                        financial information of the relevant Subsidiary and the
                        Group;

        "MULTIEMPLOYER PLAN" means a multiemployer plan, as defined in Section
        4001(a)(3) of ERISA, to which any Obligor or any ERISA Affiliate is
        making or accruing an obligation to make contributions, or has within
        any of the preceding five plan years made or accrued an obligation to
        make contributions;

        "MULTIPLE EMPLOYER PLAN" means a single employer plan, as defined in
        Section 4001(a)(15) of ERISA, that (a) is maintained for employees of
        any Obligor or any ERISA Affiliate and at least one person (other than
        the Obligors and the ERISA Affiliates) or (b) was so maintained and in
        respect of which any Obligor or any ERISA Affiliate could have liability
        under Section 4064 or 4069 of ERISA in the event such plan has been or
        were to be terminated;

        "NET PROCEEDS" means:-

        (a)     in relation to any disposal, the total consideration received by
                any member or members of the Group in respect of the disposal
                from the Group of any member of the Group or of all or any part
                of the business, undertaking or assets of any member of the
                Group (including, without limitation, the amount of any debt
                owed to continuing members of the Group by any member of the
                Group disposed of which is repaid in connection with that
                disposal) but after deduction of the amount of any tax required
                to be paid as a result of the disposal or in connection with any
                prepayment required to be made hereunder and after deduction of
                all other costs and expenses properly incurred by continuing
                members of the Group in connection with that disposal;

        (b)     in relation to any Listing, the cash proceeds (net of
                underwriting discounts and commissions and other reasonable
                costs and expenses associated therewith) received from such
                Listing;

        "OBLIGORS" means the Parent, each Borrower and each Guarantor and
        "OBLIGOR" means any of them;

        "OPTIONAL CURRENCY" means Euro, Sterling and any other currency which is
        freely transferable and convertible into US Dollars and deposits of
        which are freely available in the London Interbank Market;


                                       14
<PAGE>

        "ORIGINAL EQUITY INVESTORS" means the Investors (as defined in the
        Investment Agreement) as at the date on which the Investment Agreement
        is entered into;

        "PARTICIPATING MEMBER STATE" means any member state which adopts the
        euro unit of the single currency pursuant to the Treaty;

        "PBGC" means the Pension Benefit Guaranty Corporation (or any
        successor);

        "PERMITTED INDEBTEDNESS" has the meaning given in Clause 16.3(f)
        (Indebtedness);

        "PERMITTED JOINT VENTURE" means (i) a joint venture, partnership or
        similar arrangement, pursuant to which the liability of members of the
        Group is limited in amount (but excluding, for the avoidance of doubt,
        China Project Newco and the China Project) or (ii) a joint venture,
        partnership or similar arrangement in which the member of the Group
        participates through a special purpose company with limited liability
        and no other business or assets and, in either case, in which the
        interest of the Parent or a directly or indirectly wholly-owned
        subsidiary of the Parent is less than 100% but more than 25%, (but for
        the avoidance of doubt not including Existing JV Companies, China
        Project Newco and the China Project provided that:-

        (a)     such joint venture, partnership or similar arrangement is in a
                business similar to or connected with the Business;

        (b)     the aggregate of:

                (i)     any amount advanced, lent, contributed or subscribed
                        for, or otherwise invested in, such Permitted Joint
                        Venture by any member of the Group; and

                (ii)    the market value of any asset transferred or contributed
                        to such Permitted Joint Venture by any member of the
                        Group; and

                (iii)   any liability incurred (whether by way of guarantee or
                        otherwise) in relation to such Permitted Joint Venture
                        by any member of the Group; and

                (iv)    any obligation of any member of the Group directly or
                        indirectly pursuant to any agreement or arrangement to
                        lend to or guarantee or transfer assets to or otherwise
                        fund or incur any liability in relation to such joint
                        venture, partnership or similar arrangement or acquire
                        any shares or other interest therein or assets thereof,

                shall not exceed, in any Capex Period the Available Amount in
                respect of that joint venture, partnership or similar
                arrangement; and

        (c)     all items specified in paragraphs (i) to (iv) above when
                aggregated in respect of all Permitted Joint Ventures shall not
                after the date of this Agreement exceed Pound
                Sterling10,000,000;

        "PERMITTED SECURITY INTEREST" means the Security Interests set out in
        Clause 16.3(d)(i) to (xiii) (inclusive);

        "PLAN" means a Single Employer Plan or a Multiple Employer Plan;

        "POTENTIAL EVENT OF DEFAULT" means any event which with the giving of
        notice or the lapse of time or the making of any determination or
        fulfilment of any condition provided for in Clause 17.1 (Events of
        Default) would constitute an Event of Default;

        "PRODUCTS" has the meaning given in the Acquisition Agreement;


                                       15
<PAGE>

        "RATE FIXING DAY" means, in relation to an Advance or other amount
        denominated in Sterling, the first day of an Interest Period relating
        thereto, and in relation to an amount denominated in any other currency,
        the day two Business Days prior to the first day of the Interest Period
        relating thereto;

        "REFERENCE BANKS" means the principal London offices of Deutsche Bank AG
        LONDON, Barclays Bank PLC, The Chase Manhattan Bank and The Royal Bank
        of Scotland plc or if any such Bank ceases to be a Reference Bank such
        other Bank as the Facility Agent shall select after consultation with
        the Parent;

        "REGISTERED INTELLECTUAL PROPERTY RIGHTS" has the meaning given in the
        Acquisition Agreement;

        "REPAYMENT DATES" means each date on which an instalment is due for
        repayment under Clause 7.1 (Term Advances), the Final Tranche A
        Repayment Date, the Final Tranche B Repayment Date, the Final Tranche C
        Repayment Date and the Revolving Facility Repayment Date;

        "REPORTS" means:

        (a)     each of the accountants reports on the Business in the approved
                form prepared by each of KPMG and PriceWaterhouseCoopers;

        (b)     each of the legal due diligence reports in the approved form
                prepared by Freshfields and Simpson Thacher & Bartlett;

        (c)     the environmental report in the approved form prepared by Dames
                & Moore;

        (d)     the industry report in the approved form prepared by Tecnon (UK)
                Limited;

        (e)     the pensions report in the approved form prepared by Watson
                Wyatt Worldwide;

        (f)     the tax report in the approved form prepared by
                PriceWaterhouseCoopers;

        (g)     the reports on title in the approved form prepared by
                Freshfields;

        and "REPORT" means any of them;

        "REVOLVING FACILITY" means the revolving credit facility to be made
        available by the Revolving Banks pursuant to Clause 2.1(d) (Facilities);

        "REVOLVING FACILITY REPAYMENT DATE" means 30th September, 2006;

        "SECURITY AGENT" means Deutsche Bank AG LONDON as security trustee for
        the Senior Finance Parties under the Security Documents or such other
        person as may from time to time hold the whole or any part of the
        security created thereby;

        "SECURITY DOCUMENTS" means the documents specified in Schedule 10 and
        any other document providing for a guarantee or Security Interest in
        favour of the Senior Finance Parties (or any of them) in respect of the
        obligations of the Obligors under the Senior Finance Documents;

        "SECURITY INTEREST" means any mortgage, charge (fixed or floating),
        standard security, pledge, lien, hypothecation, right of set-off,
        security trust, assignment by way of security, reservation of title, or
        any other security interest whatsoever, howsoever created or arising or
        any other agreement or arrangement (including, without limitation, a
        sale and repurchase arrangement) entered into for the purposes of
        conferring security and any agreement to enter into, create or establish
        any of the foregoing;


                                       16
<PAGE>

        "SENIOR FINANCE PARTIES" means the Arrangers, the Facility Agent, the
        Security Agent, each Bank, each Ancillary Bank, each Issuing Bank and
        each Hedging Bank and "SENIOR FINANCE PARTY" means any of them;

        "SINGLE EMPLOYER PLAN" means a single employer plan, as defined in
        Section 4001(a)(15) of ERISA, that (a) is maintained for employees of
        any Obligor or any ERISA Affiliate and no person other than the Obligors
        and the ERISA Affiliates or (b) was so maintained and in respect of
        which any Obligor or any ERISA Affiliate could have liability under
        Section 4069 of ERISA in the event such plan has been or were to be
        terminated;

        "SPECIFIED SOVEREIGN" means any member state of the European Union as
        comprised on the Completion Date (other than Greece or Portugal);

        "STERLING" OR "POUND STERLING" means the lawful currency for the time
        being of the United Kingdom;

        "STERLING EQUIVALENT" in relation to an amount denominated or expressed
        in US Dollars or Euro means the equivalent thereof in Sterling converted
        at the Facility Agent's spot rate of exchange on the date specified for
        the relevant calculation;

        "STRUCTURE DOCUMENT" means the document in the agreed form comprising,
        inter alia, diagrams of the Group before and after Completion and
        indicating the movements of funds which will take place on the
        Completion Date;

        "SUBORDINATION AGREEMENT" means the subordination agreement, in the
        agreed terms, dated on or before the Effective Date between, inter alia,
        each of the Senior Finance Parties, the CDC DDBs Creditors and the
        Parent;

        "SUBSIDIARY" means:-

        (a)     a subsidiary as defined in Section 736 of the Companies Act
                1985; and

        (b)     a subsidiary undertaking as defined in Section 21 of the
                Companies Act 1989;

        "SYNDICATION MEMORANDUM" means the information memorandum to be agreed
        between the Parent and the Facility Agent as contemplated by Clause 3.5
        (Syndication);

        "TARGET" means the Target Business and the Target Shares;

        "TARGET BUSINESS" means the Business Assets (as defined in the
        Acquisition Agreement);

        "TARGET SHARES" means the Shares and the TPA Shares each as defined in
        the Acquisition Agreement;

        "TERM ADVANCES" means the Tranche A Advances, the Tranche B Advances and
        the Tranche C Advances and "TERM ADVANCE" means any of them;

        "TERM FACILITIES" means the Tranche A Term Facility, the Tranche B Term
        Facility and the Tranche C Term Facility and "TERM FACILITY" means any
        of them;

        "THIRD PARTY-OWNED RIGHTS" has the meaning given in the Acquisition
        Agreement;

        "TOTAL COMMITMENTS" means, at any time, the aggregate of all of the
        Commitments at that time;


                                       17
<PAGE>

        "TRANCHE A TERM FACILITY" means the term loan facility to be made
        available by the Tranche A Banks pursuant to Clause 2.1(a) (Facilities);

        "TRANCHE B TERM FACILITY" means the term loan facility to be made
        available by the Tranche B Banks pursuant to Clause 2.1(b) (Facilities);

        "TRANCHE C TERM FACILITY" means the term loan facility to be made
        available by the Tranche C Banks pursuant to Clause 2.1(c) (Facilities);

        "TRANSACTION COSTS" means all fees, costs and expenses and stamp,
        registration, notarial and similar taxes incurred by the Parent in
        connection with the Acquisition and its financing (including the High
        Yield Notes);

        "TRANSACTION DOCUMENTS" means the Finance Documents, the Investor
        Documents, the CDC DDBs documents, the Acquisition Documents, the
        Finco/Bondco Loan Agreement and the Intercompany Loan Agreements;

        "TRANSFER CERTIFICATE" means a certificate substantially in the form set
        out in Schedule 6;

        "TRANSFER DATE" means in relation to any Transfer Certificate, the date
        for the making of the transfer as specified in such Transfer
        Certificate;

        "TRANSFEREE" means a person to whom a Bank seeks to transfer all or part
        of its rights, benefits and obligations hereunder;

        "TREATY" means the treaty establishing the European Community being the
        Treaty of Rome as amended from time to time;

        "UK BONDCO" means Ineos Acrylics UK Bondco Limited a company
        incorporated in England with registered number 3830500;

        "UK FINCO" means Ineos Acrylics UK Finco Limited a company incorporated
        in England with registered number 3830160;

        "UK OVERSEAS HOLDCO" means Ineos Acrylics UK Overseas HoldCo1 Limited, a
        company incorporated in England with registered number 3830166;

        "UK PARENTCO 1" means Ineos Acrylics UK ParentCo1 Limited, a company
        incorporated in England with registered number 3829877;

        "UK PARENTCO 2" means a company to be incorporated in England as a
        wholly owned subsidiary of UK ParentCo1;

        "UK PARENTCO 3" means Ineos Acrylics UK Parentco2 Limited (to be renamed
        Ineos Acrylics UK ParentCo3 Limited), a company incorporated in England
        with registered number 3830184;

        "UK PARTNERCO 1" means Ineos Acrylics UK PartnerCo1 Limited, a company
        incorporated in England with registered number 3830156;

        "UK PARTNERCO 2" means Ineos Acrylics UK PartnerCo2 Limited, a company
        incorporated in England with registered number 3830689;


                                       18
<PAGE>

        "UK TRADER CO" means Ineos Acrylics UK Trader Limited, a company
        incorporated in England with registered number 3830161;

        "UK TRADER HOLDCO" means Ineos Acrylics UK Trader HoldCo Limited, a
        company incorporated in England with registered number 3830164;

        "UK-US HOLDCO" means Ineos Acrylics US HoldCo Limited, a company
        incorporated in England with registered number 3830157;

        "US DOLLAR EQUIVALENT" in relation to an amount denominated or expressed
        in an Optional Currency means the equivalent thereof in US Dollars
        converted at the Facility Agent's spot rate of exchange on the date
        specified for the relevant calculation;

        "US DOLLARS", "DOLLARS" or " US$" means the lawful currency for the time
        being of the United States of America;

        "US HOLDCO" means a company to be incorporated under the laws of the
        state of Delaware as a wholly owned subsidiary of the US Partnership;

        "US OBLIGOR" means any Obligor incorporated in any part of the United
        States of America;

        "US PARTNERSHIP" means a Delaware general partnership to be incorporated
        with UK PartnerCo1 and UK PartnerCo2 as the general partners;

        "VENDOR" means Imperial Chemicals Industries plc;

        "WITHDRAWAL LIABILITY" has the meaning specified in Part I of Subtitle E
        of Title IV of ERISA;

        "YEAR 2000 COMPLIANT" means that all information systems, software and
        equipment used by any member of the Group will:

        (a)     accurately process data (including calculating, comparing and
                sequencing) during and after the year 2000 where failure to do
                so would have a Material Adverse Effect; and

        (b)     when used in combination with, or interfacing with, other
                information systems and equipment, will in all material respects
                continue to perform and function in the same manner required for
                it to conduct the Business and will not suffer any processing
                difficulties associated with the year 2000 which would have a
                Material Adverse Effect.

1.2     CONSTRUCTION: In this Agreement, unless the context otherwise requires,
        a reference to:-

        an "AFFILIATE" of a person shall mean a Subsidiary of such person or a
        Subsidiary of any holding company of such person or any holding company
        of such person;

        an "AGENCY" of a state includes any local or other authority, self
        regulating or other recognised body or agency, central or federal bank,
        department, government, legislature, minister, ministry, self regulating
        organisation, official or public or statutory person (whether autonomous
        or not) of, or of the government of, that state or any political
        sub-division in or of that state;

        a document being "IN THE AGREED TERMS" or "IN THE AGREED FORM" or "IN
        THE APPROVED FORM" means, as the case may be, on terms, in a form agreed
        and/or approved by the Facility Agent; and


                                       19
<PAGE>

        an "AGREEMENT" includes any legally binding agreement, arrangement,
        concession, contract, deed or franchise (in each case whether oral or
        written);

        "ASSETS" includes property and rights of every kind, present, future and
        contingent (including uncalled share capital) and every kind of interest
        in an asset;

        a "CONSENT" includes an authorisation, approval, exemption, licence,
        permit, order or permission (and reference to obtaining "CONSENTS" shall
        be construed accordingly);

        a "DIRECTIVE" means any directive, regulation, request or requirement;

        a "FILING" includes any filing, registration, recording or notice (and
        references to making or renewing "FILINGS" shall be construed
        accordingly);

        a "GUARANTEE" includes:-

        (a)     an indemnity; and

        (b)     any other obligation (whatever called) of any person:-

                (i)     to pay, purchase, provide funds (whether by the advance
                        of money, the purchase of or subscription for shares or
                        other investments, the purchase of assets or services,
                        the making of payments under an agreement or otherwise)
                        for the payment of, indemnify against the consequences
                        of default in the payment of, or otherwise be
                        responsible for, any indebtedness of any other person;
                        or

                (ii)    to be responsible for the performance of any obligations
                        by or the solvency of any other person,

        (and "GUARANTEED" and "GUARANTOR" shall be construed accordingly);

        "INDEBTEDNESS" includes any obligation (whether incurred as principal,
        guarantor or as surety) for the payment or repayment of money, whether
        present or future, actual or contingent;

        a "MONTH" means a period starting on one day in a calendar month and
        ending on the numerically corresponding day in the next calendar month
        provided that if:-

        (a)     any such period would otherwise end on a day which is not a
                Business Day, it shall end on the next Business Day in the same
                calendar month or, if none, on the preceding Business Day; and

        (b)     a period starts on the last Business Day in a calendar month or
                if there is no numerically corresponding day in the month in
                which that period ends, that period shall end on the last
                Business Day in that later month,

        (and references to "MONTHS" shall be construed accordingly);

        a "PERSON" includes any person, unincorporated association, firm,
        partnership, company, corporation or other body corporate, government,
        state or agency of a state (whether or not having separate legal
        personality);

        "RESERVATIONS" means the principle that equitable remedies are remedies
        which may be granted or refused at the discretion of the court, the
        limitation on enforcement as a result of laws relating to bankruptcy,
        insolvency, liquidation, reorganisation, court schemes, moratoria,
        administration and other laws affecting the rights of creditors
        generally, the time-barring of claims under the Limitation Acts,


                                       20
<PAGE>

        rules against penalties and similar principles and generally applicable
        limitations of law in other jurisdictions relevant in the context of the
        Transaction Documents;

        "TAXES" includes all present and future income and other taxes, levies,
        assessments, imposts, deductions, charges, duties, compulsory loans and
        withholdings on account of tax whatsoever and wheresoever imposed and
        any charges in the nature of taxation together with interest thereon and
        penalties and fines with respect thereto, if any, and any payments made
        on or in respect thereof and "TAX" and "TAXATION" shall be construed
        accordingly;

        "WINDING-UP" of any person includes its dissolution and/or termination
        and/or any equivalent or analogous proceedings under the law of any
        jurisdiction to which that person is subject.

1.3     OTHER REFERENCES: Save where a contrary intention appears, in this
        Agreement:-

        (a)     a reference to a person is, where relevant, deemed to be a
                reference to or to include, as appropriate, their respective
                successors, permitted assignees or transferees;

        (b)     references to Clauses and Schedules are references to,
                respectively, clauses of and schedules to this Agreement and
                references to this Agreement include its Schedules;

        (c)     a reference to any agreement (including, without limitation, any
                of the Senior Finance Documents) is to be construed as a
                reference to that agreement as it may from time to time be
                amended, varied, supplemented, restated or novated but excluding
                for this purpose any amendment, variation, supplement or
                modification which is contrary to any provision of any of the
                Senior Finance Documents;

        (d)     a reference to a statute or statutory instrument or any
                provision thereof is to be construed as a reference to that
                statute or statutory instrument or such provision thereof as the
                same may have been, or may from time to time hereafter be,
                amended or re-enacted;

        (e)     a time of day is a reference to London time;

        (f)     the index to and the headings in this Agreement are inserted for
                convenience only and are to be ignored in construing this
                Agreement;

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

        (h)     in the event that compliance with any monetary limit specified
                in this Agreement (other than Clause 16.7 (Financial Covenants))
                shall fall to be determined any conversion from any currency to
                another currency necessary for that purpose shall be by
                reference to the Facility Agent's spot rate of exchange on the
                date of determination; and

        (i)     for the purposes of (i) calculating the Commitments for the
                definition of "Majority Banks" in Clause 1.1, and (ii) effecting
                transfers or assignments pursuant to Clause 20.3 (Assignments
                and Transfers by Banks), any reference to a Bank shall also be
                deemed to include a reference to any affiliate which it has
                nominated pursuant to Clause 3.3 (Lending Affiliates).

1.4     CASH COVER: Whenever a Borrower is obliged under the terms of this
        Agreement:-

        (a)     to repay or prepay any Contingent Liability or provide cash
                cover in respect of any Contingent Liability, that Borrower
                shall on the date for such repayment or prepayment or provision
                of such cash cover:-

                (i)     by agreement with the beneficiary of such Letter of
                        Credit or Bank Guarantee, reduce such Contingent
                        Liability by the relevant amount; or


                                       21
<PAGE>

                (ii)    pay the relevant amount to the credit of a Cash
                        Collateral Account; or

        (b)     to repay or prepay any contingent liability arising under the
                Ancillary Facilities, it shall do so in accordance with
                paragraph (a) above or as otherwise specified in the relevant
                Ancillary Documents;

        (c)     to provide cash cover in respect of a Letter of Credit or Bank
                Guarantee such cash cover shall be provided in the currency of
                that Letter of Credit or Bank Guarantee.

2       THE FACILITIES

2.1     FACILITIES: On the terms and subject to the conditions of this
        Agreement:-

        (a)     the Tranche A Banks agree to make available to UK Finco a
                Sterling term loan facility in a maximum aggregate principal
                amount not exceeding Pound Sterling95,000,000 which shall be
                available for drawing in US Dollars or Euro in proportions to be
                agreed by the Facility Agent and the Parent;

        (b)     the Tranche B Banks agree to make available to UK Finco a
                Sterling term loan facility in a maximum aggregate principal
                amount not exceeding Pound Sterling70,000,000 which shall be
                available for drawing in US Dollars or Euro in proportions to be
                agreed by the Facility Agent and the Parent;

        (c)     the Tranche C Banks agree to make available to UK Finco a
                Sterling term loan facility in a maximum aggregate principal
                amount not exceeding Pound Sterling50,000,000 which shall be
                available for drawing in US Dollars; and

        (d)     the Revolving Banks agree to make available to the Borrowers a
                US Dollar revolving credit facility in a maximum aggregate
                principal amount not exceeding US$85,000,000 which shall be
                available for drawing in US Dollars and Optional Currencies and
                by way of Revolving Advances, issue of Letters of Credit or Bank
                Guarantees and, on the basis provided for in Clause 2.2, by way
                of Ancillary Facilities.

2.2     ANCILLARY FACILITIES:

        (a)     A Revolving Bank may by notice to the Facility Agent and subject
                to the provisions of this Agreement at any time designate a
                portion of its Revolving Commitment to be made available by way
                of Ancillary Facilities under and in accordance with the terms
                of Ancillary Documents. Any such notice shall specify the type
                of Ancillary Facilities to be made available and the Ancillary
                Limit applicable thereto.

        (b)     In the event that a Revolving Bank designates a portion of its
                Revolving Commitment to be made available by way of Ancillary
                Facilities then with effect from such date as the relevant
                Revolving Bank, the Parent and the Facility Agent may agree the
                Revolving Commitment of such Revolving Bank shall be reduced by
                the Ancillary Limit applicable to the Ancillary Facilities made
                available by that Revolving Bank. In the event that such
                Revolving Bank ceases to make available all or part of such
                Ancillary Facilities its Revolving Commitment shall be increased
                accordingly.

2.3     PURPOSE:-

        (a)     The proceeds of the Term Advances shall be applied:-

                (i)     in part discharging the purchase price for the Target
                        Shares and the Target Business pursuant to the
                        Acquisition Documents;

                (ii)    in discharging existing indebtedness of the Target; and


                                       22
<PAGE>

                (iii)   in part discharging Transaction Costs.

        (b)     Subject to Clause 2.3(a), the proceeds of the Term Advances
                shall be borrowed by UK Finco and on-lent pursuant to the
                Inter-Company Loan Agreements in accordance with the Structure
                Document;

        (c)     The proceeds of Revolving Advances and each Letter of Credit and
                Bank Guarantee issued under the Revolving Facility and the
                Ancillary Facilities shall be used for the general corporate
                purposes of the Group arising after the Completion Date or to
                purchase cash funded by the Vendor after the date of the
                Acquisition Agreement pursuant to the terms of the Acquisition
                Agreement.

        (d)     No Senior Finance Party shall be obliged to enquire as to the
                use or application of amounts raised under the Finance
                Documents.

2.4     ADDITIONAL BORROWERS: A wholly owned Subsidiary of the Group other than
        the initial Borrowers referred to in Part A of Schedule 2 may become a
        Borrower after Completion in respect of the Revolving Facility if:-

        (a)     the Parent gives written notice to the Facility Agent
                identifying the relevant wholly owned Subsidiary of the Group;

        (b)     the Banks confirm to the Facility Agent that they consent to the
                relevant wholly owned Subsidiary of the Group becoming a
                Borrower which consent may be given subject to such conditions
                as the Majority Banks shall reasonably specify but shall not be
                unreasonably withheld or delayed in the case of a company
                incorporated in the United Kingdom or in any state of the United
                States of America;

        (c)     the relevant wholly owned Subsidiary of the Group, the Parent
                and the Facility Agent execute an Accession Document designating
                the relevant wholly owned Subsidiary of the Group as a Borrower;

        (d)     the relevant wholly owned Subsidiary of the Group delivers such
                evidence of the due execution of such documents as the Facility
                Agent shall reasonably require together with a legal opinion
                satisfactory to the Facility Agent (acting reasonably).

2.5     DELAYED COMPLETION: Any proceeds of the Term Advances drawn at
        Completion to be applied in discharging the purchase price for any
        Delayed Completion shall be paid to the credit of a Cash Collateral
        Account in the name of UK Finco until so applied. In the event that such
        proceeds are not applied in discharging the purchase price for such
        Delayed Completion in accordance with the terms of the Acquisition
        Agreement, the relevant Borrower shall apply such proceeds in prepayment
        of the Facilities in accordance with Clause 8.5 (Prepayments: Order of
        Application).

3       PARTICIPATION OF BANKS

3.1     BASIS OF PARTICIPATION: Subject to the other provisions of this
        Agreement:

        (a)     each Tranche A Bank will participate in each Tranche A Advance
                in the proportion which its Tranche A Commitment bears to the
                total Tranche A Commitments as at the relevant Drawing Date;

        (b)     each Tranche B Bank will participate in each Tranche B Advance
                in the proportion which its Tranche B Commitment bears to the
                total Tranche B Commitments as at the relevant Drawing Date;


                                       23
<PAGE>

        (c)     each Tranche C Bank will participate in each Tranche C Advance
                in the proportion which its Tranche C Commitment bears to the
                total Tranche C Commitments as at the relevant Drawing Date;

        (d)     each Revolving Bank will participate in each Revolving Advance
                in the proportion which its Revolving Commitment bears to the
                total Revolving Commitments as at the relevant Drawing Date;

        (e)     each Revolving Bank will participate (by way of indemnity in
                favour of the relevant Issuing Bank pursuant to paragraph 4(b)
                of Schedule 9 (Indemnity)) in each Bank Guarantee and Letter of
                Credit in the proportion which its Revolving Commitment bears to
                the total Revolving Commitments as at the relevant Drawing Date.

        For the purposes of Clauses 3.1(d) and (e) (Basis of Participation) and
        determining the Revolving Banks' respective participations in Drawings
        of the Revolving Facility, the Revolving Commitment of each Ancillary
        Bank will be reduced by the amount of its Ancillary Limit and the total
        Revolving Commitments will be reduced by the total Ancillary Limits in
        each case as at the relevant Drawing Date.

3.2     LENDING OFFICES:

        (a)     Subject as provided in Clause 3.3 (Lending Affiliates) below,
                each Bank will participate in each Drawing through its Lending
                Office. If any Bank changes its Lending Office for the purpose
                of this Agreement, that Bank will notify the Facility Agent and
                the Parent promptly of such change and, until it does so, the
                Facility Agent and the Parent will be entitled to assume that no
                such change has taken place.

        (b)     Any Bank may nominate a different Lending Office for the
                purposes of making a particular Drawing or particular type of
                Drawing to an Obligor in which event such Lending Office shall
                be for all purposes of this Agreement its Lending Office for
                that Drawing or type of Drawing but not otherwise.

        (c)     If any Bank changes its Lending Office or nominates a different
                Lending Office for the purpose of the Facilities and that change
                or nomination would (but for this Clause 3.2(c) and as a result
                of laws or regulations in force or known to be coming into force
                at that time) result on the occasion of any subsequent payment
                to that Bank in any amount being required to be paid by an
                Obligor under Clause 12 (Taxes and Other Deductions) or 13.2
                (Increased Costs), that Obligor shall not be liable to pay any
                such amount in excess of the amount it would have been obliged
                to pay if that Bank had not changed its Lending Office or
                nominated a different Lending Office.

3.3     LENDING AFFILIATES:

        (a)     The obligations of each Bank in respect of each Drawing to be
                made available by it under this Agreement may be discharged by
                such Bank nominating in this Agreement or in the Transfer
                Certificate pursuant to which it becomes party to this
                Agreement, an affiliate of such Bank as being the lender of one
                or more Drawings, or by such affiliate executing this Agreement
                in such capacity, for the purposes of mitigating any obligation
                to deduct withholding tax from any payment to such Bank pursuant
                to Clause 12 (Taxes and Other Deductions) or any payment
                obligation which might otherwise arise pursuant to Clause 13
                (Change in Circumstances). Such affiliate may lend or otherwise
                make available the amount which such Bank is obliged to lend or
                so make available in accordance with and subject to the terms of
                this Agreement. Any amount made available by an affiliate shall
                be due for repayment to it in accordance with the terms of this
                Agreement as though it had been made available by such Bank.
                Such affiliate shall be entitled to the extent of its
                participation by virtue of such Drawing to all the rights and
                benefits of this Agreement and the other Senior Finance
                Documents including without limitation Clause 12 (Taxes and
                Other Deductions) and Clause


                                       24
<PAGE>

                13 (Change in Circumstances) provided that such rights and
                benefits shall be exercised on its behalf by its nominating Bank
                save where law or regulation requires the affiliate to do so.
                Each Bank shall remain liable and responsible for the
                performance of all obligations assumed by the affiliate on its
                behalf, and non-performance of a Bank's obligations by its
                affiliate shall not relieve such Bank from its obligations under
                this Agreement.

        (b)     If any Bank nominates an affiliate for the purposes of Clause
                3.3(a) and that nomination would (but for this Clause 3.3 as a
                result of laws or regulations in force or known to be coming
                into force at that time) result on the occasion of any
                subsequent payment to that affiliate in any amount being
                required to be paid by an Obligor under Clause 12 (Taxes and
                Other Deductions) or Clause 13.2 (Increased Costs), that Obligor
                shall not be liable to pay any such amount in excess of the
                amount it would have been obliged to pay if that Bank had not
                nominated its affiliate to participate in the Facilities as
                above. Each Bank shall notify the Facility Agent and the Parent
                of the tax jurisdiction from which its affiliate will
                participate in the relevant Drawings.

        (c)     Any notice or communication to be made to an affiliate pursuant
                to Clause 22.1 (Notices) shall be deemed to be served if
                delivered to the Lending Office of the Bank which nominated the
                affiliate pursuant to Clause 3.3 provided that any such notice
                or communication may be served directly upon the affiliate to
                the extent required to mitigate any obligation to deduct
                withholding tax from any payment to such Bank pursuant to Clause
                12 (Taxes and Other Deductions) or any payment obligation which
                might otherwise arise pursuant to Clause 13 (Change in
                Circumstances).

3.4     RIGHTS AND OBLIGATIONS OF SENIOR FINANCE PARTIES: The rights and
        obligations of each of the Senior Finance Parties under the Senior
        Finance Documents are several and the total amounts outstanding at any
        time under the Senior Finance Documents constitute separate and
        independent debts. Failure of a Senior Finance Party to observe and
        perform its obligations under any Senior Finance Document shall
        neither:-

        (a)     result in any other Senior Finance Party incurring any liability
                whatsoever; nor

        (b)     relieve any Obligor or any other Senior Finance Party from their
                respective obligations under the Senior Finance Documents.

3.5     ENFORCEMENT OF RIGHTS: Subject to any provision of the Senior Finance
        Documents to the contrary, each Senior Finance Party has the right to
        protect and enforce its rights arising out of the Senior Finance
        Documents and it will not be necessary for any other Senior Finance
        Party to be joined as an additional party in any proceedings brought for
        the purpose of protecting or enforcing such rights.

3.6     SYNDICATION:-

        (a)     The parties acknowledge that, at the date of this Agreement, the
                Facilities are being made available by the Original Banks with
                the intention (but not the obligation) that the Facility Agent
                should coordinate syndication of the Facilities.

        (b)     The Parent undertakes to assist and co-operate with the Facility
                Agent in syndication of the Facilities in such manner and to
                such extent as the Facility Agent may from time to time
                reasonably request including, without limitation, by:-

                (i)     the preparation of the Syndication Memorandum in
                        relation to the Group and the business, trading,
                        prospects, financial condition, assets and liabilities
                        of the Group;

                (ii)    participating in presentations to potential Banks
                        concerning the activities of the Group; and

                (iii)   (save to the extent otherwise required by the terms of
                        Clause 6.1(f)) selecting Interest Periods in relation to
                        Advances having a duration of not more than one month in


                                       25
<PAGE>

                        respect of all Advances made on or until the earlier of
                        (i) the date falling six months from the date of this
                        Agreement, and (ii) the date on which the Facility Agent
                        advises the Parent that syndication of the Facilities is
                        complete.

4       CONDITIONS PRECEDENT

4.1     INITIAL CONDITIONS PRECEDENT: The Banks shall not be under any
        obligation to make any Drawing available to the Borrowers under this
        Agreement unless:-

        (a)     DOCUMENTARY: the Facility Agent has received each of the
                documents specified in Schedule 3 (or the Facility Agent is
                satisfied that, subject only to the making of the Advances on
                the Completion Date, it will receive such documents) in form and
                substance satisfactory to the Facility Agent;

        (b)     EQUITY: the Facility Agent is satisfied that:-

                (i)     the Original Equity Investors have subscribed in full in
                        cash an aggregate amount of not less than Pound
                        Sterling175,000,000 by way of subscription for ordinary
                        and preference shares issued by the Parent;

                (ii)    such shares are unconditionally owned by the Original
                        Equity Investors and registered in their respective
                        names in the books of the Parent; and

                (iii)   the total proceeds of the shares have been subscribed
                        for ordinary shares in UK ParentCo 1 and by UK ParentCo
                        1 for ordinary shares in UK ParentCo 2 and by UK
                        ParentCo 2 for ordinary shares in UK ParentCo 3 and are
                        standing to the credit of the Closing Account;

        (c)     COMPLETION: the Facility Agent is satisfied that Completion will
                occur immediately after the making of the Term Advances under
                this Agreement.

        When the Facility Agent is satisfied that the conditions specified in
        this Clause 4.1 have been fulfilled, it will notify the Parent and the
        Banks.

4.2     ADDITIONAL CONDITIONS PRECEDENT: In addition the Banks shall be under no
        obligation to make any Drawing available to the Borrowers unless, on
        both the date of the relevant Drawing Request and the relevant Drawing
        Date:-

        (a)     (subject as provided in Clause 4.3) no Event of Default or
                Potential Event of Default has occurred and is continuing and no
                Event of Default or Potential Event of Default will occur as a
                result of making such Drawing;

        (b)     (subject as provided in Clause 4.3) the representations and
                warranties set out in Clause 15 (Representations and Warranties)
                stipulated in Clause 15.2 (Repetition) as being repeated on
                those dates are true and accurate in each case by reference to
                the facts and circumstances then subsisting and will remain true
                and accurate immediately after the Drawing is made; and

        (c)     (save in respect of Advances drawn on the Completion Date) none
                of the circumstances specified in Clause 13.4(a)(ii)(a) (Change
                in Market Conditions) has occurred and is continuing,

        (d)     (in relation to Advances drawn at Completion) the Parent or the
                appropriate Subsidiary is not entitled to terminate the
                Acquisition Agreement under the terms thereof and has not been
                so entitled at any time before Completion and is not and has not
                been entitled to refuse to complete the Acquisition in
                accordance with the Acquisition Agreement (nor would have been
                so entitled but for any waiver, amendment or variation of the
                Parent's or the appropriate


                                       26
<PAGE>

                Subsidiary's rights under the Acquisition Agreement or exercise
                of any discretion thereunder to which the Facility Agent has not
                consented in writing).

4.3     TARGET: Clauses 4.2(a) and (b) (Additional Conditions Precedent) shall
        not apply to Advances drawn at Completion unless the relevant Event of
        Default, Potential Event of Default or representation and warranty
        relates only to the Parent or any person which is a Subsidiary of the
        Parent immediately prior to Completion, and not to the Target.

5       DRAWINGS

5.1     DELIVERY OF DRAWING REQUESTS: In order to draw the Term Facilities or
        the Revolving Facility, the Parent or the relevant Borrower must deliver
        to the Facility Agent a duly completed Drawing Request not later than
        10.00 a.m. three Business Days (or, in the case of an Advance to be
        denominated in Sterling, one Business Day and, in the case of a Letter
        of Credit or Guarantee to be denominated in Sterling, two Business Days)
        prior to the proposed Drawing Date (or, in the case of Advances to be
        made at Completion at such later time and date as the Facility Agent may
        agree) specifying:

        (a)     which of the Facilities the Drawing is to be made under, whether
                the Drawing is of an Advance, (or in the case of the Revolving
                Facility) a Letter of Credit or Bank Guarantee and the identity
                of the Borrower;

        (b)     the proposed Drawing Date (which must be a Business Day falling
                within the relevant Availability Period);

        (c)     if the Drawing is by way of a Term Advance, the amount of such
                Advance which must be in compliance with Clause 2.1 (Facilities)
                and together with all such Term Advances be equal to (or in the
                case of a Drawing in US Dollars or Euro have a Sterling
                Equivalent on the Drawing Date equal to) the undrawn portion of
                the total Commitments in relation to the Term Facility under
                which such Advance is being requested;

        (d)     in the case of a Drawing under the Revolving Facility, the
                amount of such Drawing which must be equal to or less than (or
                in the case of a Drawing in an Optional Currency have a US
                Dollar Equivalent equal to or less than) the undrawn portion of
                the total Revolving Commitments (as reduced by the amount of the
                total Ancillary Limits) and must be, if less:

                (i)     in the case of a Drawing by way of an Advance, in a
                        minimum amount of US$750,000 (and, if greater, an
                        integral multiple of US$250,000) in the case of a
                        Drawing in US Dollars or in the case of a Drawing in an
                        Optional Currency have a US Dollar Equivalent of not
                        less than US$750,000; and

                (ii)    in the case of a Drawing by way of a Letter of Credit or
                        Guarantee, in a minimum amount of US$150,000 in the case
                        of a Drawing in US Dollars or in the case of a Drawing
                        in an Optional Currency have a US Dollar Equivalent of
                        not less than US$150,000;

        (e)     if the Drawing is by way of an Advance the duration of the first
                Interest Period applicable to such Advance;

        (f)     details of the payee and the account to which the proceeds of
                the Drawing (if by way of an Advance) are to be paid (which
                account must be in the principal financial centre of the country
                of the currency of such Drawing and for this purpose, in the
                case of a Drawing in Euro, the principal financial centre of any
                Participating Member State may be nominated);

        (g)     if the Drawing is by way of issue of a Letter of Credit or Bank
                Guarantee:-

                (i)     the beneficiary of such Letter of Credit or Bank
                        Guarantee;


                                       27
<PAGE>

                (ii)    the expiry date of the Letter of Credit or Bank
                        Guarantee which must be a date on or before the
                        Revolving Facility Repayment Date and must not be more
                        than twelve months after the date of issue of such
                        Letter of Credit or Bank Guarantee;

                (iii)   the terms of the arrangement to which the issue of the
                        Letter of Credit or Bank Guarantee relate; and

                attaching the execution copy of the Letter of Credit or Bank
                Guarantee to be issued.

5.2     REQUESTS IRREVOCABLE: A Drawing Request once given may not be withdrawn
        or revoked.

5.3     FREQUENCY/NUMBER OF DRAWINGS: Not more than 15 Drawings of the Revolving
        Facility may be outstanding at any one time.

5.4     NOTICE TO THE BANKS OF A PROPOSED DRAWING: The Facility Agent will
        promptly give each Bank details of each Drawing Request received and of
        the amount and currency of the Bank's participation in the relevant
        Drawing.

5.5     MAKING OF ADVANCES: Subject to the provisions of this Agreement, each
        Bank will make available to the Facility Agent its participation in any
        Advance properly requested under this Agreement on the relevant Drawing
        Date.

5.6     ISSUE OF LETTERS OF CREDIT/BANK GUARANTEES:

        (a)     Subject to the provisions of this Agreement, the Issuing Bank
                will issue any Letter of Credit or Bank Guarantee properly
                requested by delivery of such Letter of Credit or Bank Guarantee
                to (or to the order of) the beneficiary of such Letter of Credit
                or Bank Guarantee on the relevant Drawing Date.

        (b)     No Letter of Credit or Bank Guarantee shall be issued for the
                account of a member of the Group which is not a Borrower under
                this Agreement or to a beneficiary which the Issuing Bank or any
                Bank is prohibited from dealing with by any law or directive.

        (c)     The Issuing Bank shall be Deutsche Bank AG LONDON unless another
                Bank shall agree with the Parent and the Facility Agent that it
                will issue any Letter of Credit or Bank Guarantee, in which case
                that Bank shall be the Issuing Bank for the purposes of that
                Letter of Credit or Bank Guarantee.

        (d)     The provisions of Schedule 9 shall apply in relation to any
                Letter of Credit or Bank Guarantee issued under this Agreement.

6       INTEREST

6.1     INTEREST PERIODS: Interest shall be calculated and payable on each
        Advance by reference to Interest Periods. Subject to the other
        provisions of this Agreement each Interest Period shall be of 1, 2, 3 or
        6 months' duration as selected by the Parent in the Drawing Request for
        that Advance or, in the case of any subsequent Interest Period relating
        to a Term Advance, in a notice received by the Facility Agent not later
        than 11.00 a.m. on the third Business Day (or, in the case of a Term
        Advance denominated in Sterling, the Business Day) before the first day
        of that Interest Period (or such other period as may be agreed between
        the Parent and the Banks) except that:-

        (a)     each Advance shall have an Interest Period commencing on its
                Drawing Date and each successive Interest Period applicable to a
                Term Advance shall commence on the expiry of the immediately
                preceding Interest Period for that Term Advance;

        (b)     if the Parent wishes to select an Interest Period for a Term
                Advance extending beyond a Repayment Date, it may do so only in
                relation to that part of the Term Advance not due for


                                       28
<PAGE>

                repayment on that date. The remainder (being equal to the
                repayment instalment due on that date) shall be deemed to be a
                separate Term Advance with an Interest Period ending on that
                date;

        (c)     no Interest Period in relation to a Revolving Advance may extend
                beyond the Revolving Facility Repayment Date;

        (d)     no Interest Period may end on any date falling between 22nd
                December 1999 and 7th January 2000 (both dates inclusive) or any
                date falling between 27th February 2000 and 3rd March 2000 (both
                dates inclusive);

        (e)     subject to the above exceptions, any Interest Period for which
                no effective selection notice is received by the Facility Agent
                shall be of three months' duration; and

        (f)     if the Parent so elects in writing, not more than five and not
                less than three business days prior to the date on which an
                Interest Period is due to commence in respect of one or more
                Term Advances, it may select different Interest Periods for each
                Term Advance or (if there is only one Term Advance) designate
                different Interest Periods for different parts of such Advance
                (each such part to have a Sterling Equivalent on the first day
                of the relevant Interest Period of not less than Pound
                Sterling10,000,000 (or, if greater, an integral multiple of
                Pound Sterling1,000,000)), and each such part shall thenceforth
                be deemed to be a separate Term Advance provided that there
                shall never be, at any time, more than 9 Interest Periods for
                Term Advances concurrent having different durations.

6.2     INTEREST RATE: The rate of interest applicable to an Advance for a
        particular Interest Period shall be the rate per annum determined by the
        Facility Agent to be the sum of:

        (a)     the Additional Costs Rate;

        (b)     the applicable Margin; and

        (c)     LIBOR for that Advance for that Interest Period.

        Interest will accrue daily and shall be calculated on the basis of a 365
        day year in the case of Sterling and a 360 day year in the case of
        Advances denominated in any other currency or in either case on the
        basis of such other calculation period as market convention dictates.

6.3     NOTIFICATION OF INTEREST PERIODS AND RATES: The Facility Agent shall
        promptly notify the Parent and the Banks of the duration of each
        Interest Period and the rate of interest applicable to such Interest
        Period.

6.4     PAYMENT OF INTEREST: On the last day of each Interest Period, the
        relevant Borrower shall pay the unpaid interest accrued during the
        relevant Interest Period on the Advance to which it relates provided
        that if an Interest Period is in excess of six months, unpaid interest
        accrued during each six month period shall be paid on the last business
        day of such six month period with the balance of the unpaid interest
        accrued during that Interest Period to be paid on the last day of the
        relevant Interest Period.

6.5     DEFAULT INTEREST: If any Obligor fails to pay any sum (including,
        without limitation, any sum payable pursuant to this Clause 6.5 (Default
        Interest)) under any Senior Finance Document on its due date (an "UNPAID
        SUM"), such Obligor will pay default interest on such unpaid sum from
        its due date to the date of actual payment (as well after as before
        judgment) at a rate determined by the Facility Agent to be 1 per cent.
        per annum above:-

        (a)     where the unpaid sum is principal which has fallen due prior to
                the expiry of the relevant Interest Period, the rate applicable
                to such principal immediately prior to the date it so fell due
                (but only for the period from such due date to the end of the
                relevant Interest Period); or


                                       29
<PAGE>

        (b)     in any other case (including principal falling within Clause
                6.5(a) (Default Interest) above once the relevant Interest
                Period has expired), the rate which would be payable if the
                unpaid sum was an Advance made for a period equal to the period
                of non-payment divided into successive Interest Periods of such
                duration as shall be selected by the Facility Agent (each a
                "DEFAULT INTEREST PERIOD").

        For the purposes of determining the rate of interest on an overdue sum
        under this Clause 6.5, the Margin shall be:-

        (a)     if such sum comprises principal or interest or any other amount
                due under the Tranche A Term Facility or the Revolving Facility,
                the Margin in relation to the Tranche A Term Facility and the
                Revolving Facility;

        (b)     if such sum comprises principal or interest of or any other
                amount due under the Tranche B Term Facility, the Margin in
                relation to the Tranche B Facility;

        (c)     if such sum comprises principal or interest of or any other
                amount due under the Tranche C Term Facility, the Margin in
                relation to the Tranche C Term Facility; and

        (d)     if such sum is not properly attributable to either the Tranche A
                Term Facility, the Revolving Facility, the Tranche B Term
                Facility or the Tranche C Term Facility, the Margin under the
                Tranche A Term Facility.

        Default interest will be payable on demand by the Facility Agent and
        will be compounded at the end of each Default Interest Period.

6.6     MARGIN ADJUSTMENT:

        (a)     Save as provided in this Clause 6.6 (Margin Adjustment) the
                Margin in relation to each Advance shall be the rate applicable
                to that Advance as specified in the definition of Margin
                contained in Clause 1.1 (Definitions).

        (b)     In the event that the quarterly consolidated financial
                statements of the Group last received by the Facility Agent
                pursuant to Clause 16.6(d) (Financial Statements) together with
                the certificate relating thereto delivered pursuant to Clause
                16.6(e)(i) (Compliance Certificates) disclose a Leverage Ratio
                as at and for the 12 month period ending on the last day of the
                relevant Accounting Quarter at a level which in accordance with
                the table set out below indicates a reduced Margin then the
                Margin shall be a percentage per annum determined as follows:


<TABLE>
<CAPTION>
              LEVERAGE RATIO                   TERM A FACILITY        REVOLVING FACILITY

                    (x)                              (%)                      (%)
              <S>                              <C>                    <C>
              x > 4.25                                2                        2
              4.25 /X/ x > 3.50                     1.75                     1.75
              3.50 /X/ x > 2.50                      1.5                      1.5
              2.50 /X/ x                            1.25                     1.25
</TABLE>


                                       30
<PAGE>

                provided that:

                                (A)     there shall be no reduction in the
                                        Margin and the provisions of this Clause
                                        6.6(b) shall be suspended until the
                                        Facility Agent has received the
                                        quarterly consolidated financial
                                        statements of the Group for the
                                        Accounting Quarter ending 31 December
                                        2003 in accordance with Clause 16.6(d)
                                        (Financial Statements) together with the
                                        certificate relating thereto in
                                        accordance with Clause 16.6(e)(i)
                                        (Compliance Certificates);

                                (B)     any change in the Margin shall take
                                        effect during (but only during) the
                                        period from (and including) the date on
                                        which the Facility Agent has received
                                        the relevant quarterly financial
                                        statements of the Group in accordance
                                        with Clause 16.6(d) (Financial
                                        Statements) and the certificate relating
                                        thereto in accordance with Clause
                                        16.6(e)(i) (Compliance Certificates)
                                        until (but excluding) the date (a
                                        "READJUSTMENT DATE") being the earlier
                                        of:-

                                        (I)     the date on which the Facility
                                                Agent next receives quarterly
                                                financial statements pursuant to
                                                Clause 16.6(d) (Financial
                                                Statements) and the certificate
                                                relating thereto pursuant to
                                                Clause 16.6(e)(i) (Compliance
                                                Certificates);

                                        (II)    the latest date by which the
                                                Facility Agent should have
                                                received the quarterly financial
                                                statements and certificates
                                                relating thereto referred to in
                                                sub paragraph (I) above;

                                and, on each Readjustment Date, the Margin shall
                                revert to its original level at the date of this
                                Agreement, unless a lower Margin than the
                                original level of Margin shall be applicable in
                                accordance with this Clause 6.6 (Margin
                                Adjustment);

                                (C)     notwithstanding the provisions of Clause
                                        6.6(b), the Margin shall not reduce by
                                        more than 0.25% on any Readjustment
                                        Date; provided that if the quarterly
                                        consolidated financial statements of the
                                        Group for the Accounting Quarter ending
                                        31 December 2003 only are received by
                                        the Facility Agent in accordance with
                                        Clause 16.6(d) (Financial Statements)
                                        together with the certificate relating
                                        thereto in accordance with Clause
                                        16.6(e) (Compliance Certificates) and
                                        such financial statements and
                                        certificates disclose a Leverage Ratio
                                        as at and for the twelve month period
                                        ending on the last day of the Accounting
                                        Quarter ending 31 December 2003 at a
                                        level which in accordance with the table
                                        set out above indicates a reduced
                                        Margin, then the Margin on that date
                                        shall be set at the relevant percentage
                                        per annum indicated in that table for
                                        the period commencing on that date until
                                        (but excluding) the next Readjustment
                                        Date, and thereafter the Margin shall
                                        not reduce by more than 0.25% on any
                                        Readjustment Date;

                                (D)     there shall be no decrease in the Margin
                                        if an Event of Default or Potential
                                        Event of Default has occurred which is
                                        continuing and the Margin shall
                                        immediately revert to its original level
                                        at the date of this Agreement until such
                                        time as any Event of Default or
                                        Potential Event of Default is no longer
                                        continuing, whereupon the Margin shall
                                        be determined in accordance with this
                                        Clause 6.6 (Margin


                                       31
<PAGE>

                                        Adjustment) on the basis of the most
                                        recently delivered quarterly
                                        consolidated financial statements of the
                                        Group; and

                                (E)     in calculating the Leverage Ratio, there
                                        shall be excluded from consolidated
                                        EBITDA, EBITDA which is attributable to
                                        UK Finco.

6.7     MARGIN INACCURACY: If any annual audited financial statements delivered
        under Clause 16.6(d) (Financial Statements) demonstrate that the Margin:

        (a)     should have been varied in accordance with Clause 6.6 (Margin
                Adjustment) when it has not been; or

        (b)     should not have been varied in accordance with Clause 6.6
                (Margin Adjustment) when it has been,

        in either case by reason of an inaccuracy in the relevant quarterly
        accounts, payments of interest shall following receipt of the relevant
        audited financial statements by the Facility Agent be adjusted by such
        amount as the Facility Agent shall determine is necessary to give effect
        to the correct variation in the Margin as demonstrated by the audited
        accounts. The Facility Agent's determination of the adjustments payable
        under this Clause 6.7 (Margin Inaccuracy) shall, save in the case of
        manifest error, be conclusive and the Facility Agent shall provide the
        Parent with reasonable details of the calculation of such adjustments.

7       REPAYMENT

7.1     TERM ADVANCES:

        (a)     The Borrowers of the Tranche A Advances shall procure that the
                aggregate outstanding principal amount of the Tranche A Advances
                shall be repaid in instalments in the currency in which such
                Tranche A Advances were outstanding. An instalment shall fall
                due on each of the dates specified in column (1) below and be in
                the percentage amount specified opposite that date in column (2)
                below. Any balance of the Tranche A Advances remaining
                outstanding on the Final Tranche A Repayment Date shall be
                repaid in full on that date. For the purposes of calculating
                whether a repayment is in accordance with the percentages
                specified, amounts repaid shall be converted to Sterling using
                the Facility Agent's spot rate of exchange used for determining
                the amount of the relevant Advances in US Dollars and Euro on
                the Completion Date.

<TABLE>
<CAPTION>
                (1)    DATE                  (2)     AMOUNT (%)
                       ----                          ----------
                <S>                           <C>

                       30 June 2000                     1.05
                       31 December 2000                 2.64
                       30 June 2001                     2.64
                       31 December 2001                 5.27
                       30 June 2002                     5.27
                       31 December 2002                 8.42
                       30 June 2003                     8.42
                       31 December 2003                 9.47
                       30 June 2004                     9.47
</TABLE>


                                       32
<PAGE>

<TABLE>
<CAPTION>
                (1)    DATE                  (2)     AMOUNT (%)
                       ----                          ----------
                <S>                           <C>

                       31 December 2004                 9.47
                       30 June 2005                     9.47
                       31 December 2005                 9.47
                       30 June 2006                     9.47
                       30 September 2006                9.47
                                                      --------
                                                        100
</TABLE>


        (b)     The Borrowers of the Tranche B Advances shall procure that the
                aggregate outstanding principal amount of the Tranche B Advances
                shall be repaid by way of two equal instalments each 50% of the
                outstanding principal amount on 30 June 2007 and the Final
                Tranche B Repayment Date. For the purposes of calculating
                whether a repayment is in accordance with the percentages
                specified, amounts repaid shall be converted to Sterling using
                the Facility Agent's spot rate of exchange used for determining
                the amount of the relevant Advances in US Dollars and Euro on
                the Completion Date.

        (c)     The Borrowers of the Tranche C Advances shall procure that the
                aggregate outstanding principal amount of the Tranche C Advances
                shall be repaid by way of two equal instalments each of 50% of
                the outstanding principal amount on 30 June 2008 and the Final
                Tranche C Repayment Date.

7.2     REVOLVING ADVANCES:

        (a)     Each Revolving Advance shall be repaid by the relevant Borrower
                on the last day of the Interest Period applicable to that
                Revolving Advance. All Revolving Advances outstanding on the
                Revolving Facility Repayment Date shall be repaid on that date
                and no further Revolving Advances shall be capable of being
                drawn after that date.

        (b)     Subject to the provisions of this Agreement, any amount repaid
                or prepaid under the Revolving Facility shall be capable of
                being redrawn.

7.3     MISCELLANEOUS: The provisions of Clause 8.7 (Miscellaneous) shall apply
        to any repayment under this Clause 7 (Repayment).

8       PREPAYMENT

8.1     VOLUNTARY PREPAYMENTS: Any Borrower may prepay an Advance or any part
        thereof at any time provided that the Facility Agent has received not
        less than 3 Business Days notice from the Parent of the proposed date
        and amount of the prepayment and provided that any partial prepayment of
        an Advance will be in a minimum amount of Pound Sterling1,000,000 (or,
        if an Optional Currency have a Sterling Equivalent in a minimum amount
        of Pound Sterling1,000,000), and if paid other than on the last day of
        an Interest Period is made together with any amount payable under Clause
        24.4 (General Indemnity).

8.2     MANDATORY PREPAYMENTS ON CHANGE OF CONTROL: If a Change of Control
        occurs:-

        (a)     the Borrowers will immediately prepay all Advances and provide
                cash cover in an amount equal to the total Contingent Liability
                of all the Revolving Banks under all outstanding Letters of
                Credit and Bank Guarantees;


                                       33
<PAGE>

        (b)     the undrawn element of the Facilities will be cancelled and no
                further Drawing may be requested under this Agreement;

        (c)     each Borrower will immediately repay all sums advanced to it
                under any Ancillary Facility and provide cash cover in respect
                of contingent liabilities outstanding under such Ancillary
                Facility and for its account.

8.3     MANDATORY PREPAYMENTS FROM RECEIPTS: The Parent will procure that the
        Advances will be prepaid and/or cash cover provided in an amount equal
        to:

        (a)     the Net Proceeds of any disposal of any asset of the Parent or
                any other member of the Group (other than a disposal permitted
                by Clause 16.3(b)(i) to (xi) (inclusive) and 16.3(xiii)
                (Disposals)) which when aggregated with the Net Proceeds of
                other such disposals made in the same Financial Year of the
                Parent exceed Pound Sterling1,000,000 provided that such Net
                Proceeds shall not be required to be so applied to the extent
                that such Net Proceeds are reinvested within 180 days in assets
                of a similar type; and

        (b)     any proceeds (net of costs and expenses incurred in recovery
                thereof) received or recovered as a result of a claim for breach
                of contract or warranty under the Acquisition Documents or
                otherwise received from the Vendor under the Acquisition
                Documents or received as a result of claims against any
                professionals in relation to any of the Reports provided that
                such proceeds shall not be required to be so applied to the
                extent that such proceeds are reinvested or applied within 180
                days in replacing or investing in assets or to meet a liability
                in respect of which such proceeds are received or recovered (or
                to the extent that an amount equal to such proceeds has been so
                applied prior to receipt of the relevant proceeds); and

        (c)     any moneys received by a member of the Group as a result of a
                claim under any insurance to the extent not used to reinstate,
                replace, repair or otherwise invest in assets in respect of
                which such moneys were received or to meet a liability in
                respect of which such moneys were received, in either case
                within 180 days (or such longer period as the Parent notifies
                the Facility Agent is reasonably necessary to reinstate,
                replace, repair or otherwise invest in the relevant assets)
                after receipt (or to the extent that an amount equal to such
                moneys has been so applied prior to receipt of such moneys);

        (d)     any Net Proceeds received by the Parent or any other member of
                the Group from any Listing not resulting in a Change of Control;

        Any moneys not immediately applied in prepayment and/or provision of
        cash cover in accordance with paragraphs (a), (b) and (c) above shall be
        held in a Cash Collateral Account (in such currency as the Parent
        selects) pending application in accordance with paragraphs (a), (b) and
        (c) above and if not so applied within 180 days (or such longer period
        as may be apply to paragraph (c) above) after receipt, shall be applied
        in prepayment of the Advances and/or provision of cash cover.

8.4     EXCESS CASH FLOW: Within 10 Business Days of delivery of the audited
        consolidated financial statements of the Group in each Financial Year of
        the Parent ending 31 December 2000 or later pursuant to Clause 16.6(d)
        (Financial Statements), the Parent will prepay or procure the prepayment
        of the Advances and/or provide cash cover in an amount equal to 50 per
        cent. of the amount of Excess Cash Flow for such Financial Year,
        provided that if such audited consolidated financial statements disclose
        a Leverage Ratio as at and for the 12 month period ending on the last
        day of the relevant Financial Year which is less than 2.5:1, the
        percentage of Excess Cash Flow to be prepaid shall be reduced to 25 per
        cent. The Parent will procure that the Auditors will deliver, together
        with the audited consolidated financial statements, a confirmation
        confirming that in the opinion of the Auditors, the figures used in
        calculating the amount of the Excess Cash Flow (if any) have been
        properly extracted from such audited consolidated financial statements
        and that the amount of Excess Cash Flow has been calculated correctly.


                                       34
<PAGE>

8.5     PREPAYMENTS: ORDER OF APPLICATION:

        (a)     Prepayments made pursuant to Clauses 8.1 (Voluntary
                Prepayments), 8.3 (Mandatory Prepayments from Receipts), 8.4
                (Excess Cash Flow) and 2.6 (Delayed Completion) shall:-

                (i)     as between the Tranche A Term Facility, the Tranche B
                        Term Facility and the Tranche C Term Facility, be
                        applied against outstandings pro rata to (A) the
                        outstanding principal amount of the Term A Advances, (B)
                        the outstanding principal amount of the Term B Advances
                        and (C) the outstanding principal amount of the Term C
                        Advances; and

                (ii)    in relation to the unpaid instalments in respect of the
                        Tranche A Term Facility, the Tranche B Term Facility and
                        the Tranche C Term Facility be applied pro rata against
                        the scheduled instalments of principal detailed in
                        Clause 7.1 (Term Advances);

                until in each case the Term Facilities have been reduced to
                zero; and

                (iii)   thereafter in permanent prepayment of Revolving Advances
                        and cash advances outstanding forming part of Ancillary
                        Outstandings in such order as the Parent may select and
                        thereafter in providing cash cover in respect of any
                        Contingent Liability under any Letter of Credit or Bank
                        Guarantee issued under the Revolving Facility or
                        contingent liability under any Ancillary Facility.

                The Revolving Commitments of the Banks shall be cancelled in an
                amount equal to each amount prepaid or provided as cash cover
                under sub-paragraph (iii) above. Each Bank's Revolving
                Commitment shall be reduced proportionately (and the relevant
                Ancillary Limit reduced). Any such amounts shall be applied in
                reduction of the Revolving Commitments of the Revolving Banks on
                a pro rata basis.

        (b)     Subject as otherwise provided in this Agreement, the Parent
                shall by notice in writing to the Facility Agent to be received
                not later than three Business Days prior to the date of the
                relevant repayment or prepayment designate which Advances are to
                be repaid or prepaid in order to meet amounts due on such date.

8.6     PREPAYMENTS DURING INTEREST PERIODS: Where any amount required to be
        prepaid under Clauses 8.3 (Mandatory Prepayments from Receipts) or 8.4
        (Excess Cash Flow) is received by the Facility Agent during an Interest
        Period, the Parent may by notice to the Facility Agent to be received
        not less than 5 Business Days prior to payment of the relevant amount to
        the Facility Agent, request such amount to be placed in a Cash
        Collateral Account in which event such amount shall be paid to the
        credit of a Cash Collateral Account and shall be applied by the Facility
        Agent against the relevant Advance or Advances at the expiry of the
        relevant Interest Period. The interest earned on such account will be
        applied by the Facility Agent towards the interest due by the relevant
        Borrower in respect of the relevant Advance at the time the amount is
        applied in repayment of the relevant Advance.

8.7     MISCELLANEOUS:

        (a)     No prepayment of an Advance may be made except at the times and
                in the manner expressly provided by this Agreement.

        (b)     Any repayment or prepayment must be accompanied by accrued
                interest on the amount repaid or prepaid and any other sum then
                due under this Agreement.

        (c)     Any repayment or prepayment of an Advance (or part thereof)
                shall be made in the currency of that Advance.

        (d)     No amount repaid or prepaid may be redrawn save as provided in
                Clause 7.2 (Revolving Advances).


                                       35
<PAGE>

        (e)     Any notice of prepayment delivered by a Borrower under this
                Agreement shall be irrevocable.

9       CANCELLATION

9.1     ALL FACILITIES: If the first Term Advance shall not have been made under
        this Agreement on or prior to the last Business Day of the Availability
        Period for the Term Facilities the Facilities shall be cancelled and the
        Senior Finance Parties shall be under no further obligation to permit
        Drawings under this Agreement and no Ancillary Bank shall be under any
        obligation to the Borrowers under any Ancillary Documents.

9.2     TERM FACILITIES: On the last Business Day of the Availability Period for
        the Term Facilities any portion of the Commitments in relation to the
        Term Facilities remaining undrawn will be cancelled.

9.3     REVOLVING FACILITY:

        (a)     The Parent may cancel the Revolving Commitments in whole or in
                part (but if in part a minimum of Pound Sterling1,000,000 at any
                time during the Availability Period for the Revolving Facility
                by giving not less than 5 Business Days irrevocable written
                notice to that effect to the Facility Agent specifying the date
                and amount of the proposed cancellation. Any such cancellation
                shall reduce each Bank's Revolving Commitment on a pro rata
                basis (ignoring for this purpose any reduction in the Revolving
                Commitment of an Ancillary Bank by reason of an Ancillary
                Limit).

        (b)     No cancellation of the Revolving Facility may be made if it
                would result in the aggregate of the Revolving Advances and the
                Contingent Liability of all the Revolving Banks under Letters of
                Credit and Bank Guarantees issued under the Revolving Facility
                at the time of the proposed cancellation exceeding the total
                Revolving Commitments as reduced by the total Ancillary Limits
                at such time.

9.4     MISCELLANEOUS: No Borrower may cancel all or any part of the Facilities
        except as expressly provided in this Agreement or, in relation to the
        Ancillary Facilities, any Ancillary Facility Letter. Any notice of
        cancellation shall be irrevocable and no part of the Facilities which
        has been cancelled shall be capable of being drawn.

10      FEES

10.1    COMMITMENT FEES:

        (a)     The Parent will pay or procure there is paid to the Facility
                Agent for the account of the Revolving Banks a commitment fee on
                the Revolving Facility from the date of this Agreement which
                will:-

                (i)     be computed at the rate of 0.75 per cent. per annum or
                        50 per cent of the Margin (whichever is the lower) on
                        the daily, undrawn, uncancelled amount of the total
                        Revolving Commitments; and

                (ii)    be payable quarterly in arrears and on the Revolving
                        Facility Repayment Date.

        (b)     The Parent will pay or procure there is paid to the Facility
                Agent for the account of the Tranche A Banks a commitment fee on
                the Tranche A Term Facility from the date of this Agreement
                which will be computed at the rate of 0.5% per cent. per annum
                on the daily, undrawn amount of the total Tranche A Commitments,
                and will be payable on the Completion Date.

        (c)     The Parent will pay or procure there is paid to the Facility
                Agent for the account of the Tranche B Banks a commitment fee on
                the Tranche B Term Facility from the date of this Agreement
                which will be computed at the rate of 0.5% per cent. per annum
                on the daily,


                                       36
<PAGE>

                undrawn amount of the total Tranche B Commitments, and will be
                payable on the Completion Date.

        (d)     The Parent will pay or procure there is paid to the Facility
                Agent for the account of the Tranche C Banks a commitment fee on
                the Tranche C Term Facility from the date of this Agreement
                which will be computed at the rate of 0.5% per cent. per annum
                on the daily, undrawn amount of the total Tranche C Commitments,
                and will be payable on the Completion Date.

        (e)     The commitment fees payable under this Clause 10.1 (Commitment
                Fees) will each accrue from day to day and will be calculated on
                the basis of a 365 day year and the actual number of days
                elapsed.

10.2    ARRANGEMENT FEE: The Parent will pay or procure there is paid to the
        Arrangers for their own account the arrangement fee in the amounts and
        at the times as specified in the Fees Letters.

10.3    AGENCY FEES: The Parent will pay or procure there is paid to the
        Facility Agent for its own account and to the Security Agent for its own
        account agency fees at the times and otherwise in accordance with the
        terms of the Fees Letters.

10.4    LETTER OF CREDIT/BANK GUARANTEE COMMISSION: Each Borrower for whose
        account a Letter of Credit or Bank Guarantee is issued shall pay to each
        Revolving Bank a commission at a rate equal to the Margin (as adjusted
        from time to time in accordance with Clause 6.6 (Margin Adjustment)) for
        the Revolving Facility on that Revolving Bank's Contingent Liability
        from day to day in relation to that Letter of Credit or Bank Guarantee.
        That commission shall be payable quarterly in arrears for so long as
        that Revolving Bank has any such Contingent Liability and on the date on
        which it ceases to have any such Contingent Liability.

10.5    ISSUING BANK FEE: Each Borrower for whose account a Letter of Credit or
        Bank Guarantee is issued shall pay to the Issuing Bank which issued that
        Letter of Credit or Bank Guarantee a fee equal to 0.125 per cent. per
        annum on the aggregate of the Contingent Liabilities of the Revolving
        Banks (other than such Issuing Bank) from day to day in relation to that
        Letter of Credit or Bank Guarantee. That fee shall be payable quarterly
        in arrears for so long as a Revolving Bank has any such Contingent
        Liability and on the date on which it ceases to have any such Contingent
        Liability.

10.6    VAT: All fees payable under the Senior Finance Documents are exclusive
        of any value added tax or other similar tax chargeable upon or in
        connection with such fees. If any value added tax or other similar tax
        is or becomes chargeable such tax will be added to the fee concerned at
        the appropriate rate and will be paid by the relevant Obligor at the
        same time as the fee itself is paid.

11      CURRENCY OPTION

11.1    REQUESTS FOR OPTIONAL CURRENCY: Subject as otherwise provided in this
        Agreement if the Parent so requests in a Drawing Request for a Revolving
        Advance or a Letter of Credit or Bank Guarantee that Revolving Advance,
        Letter of Credit or Bank Guarantee shall be denominated in an Optional
        Currency provided that Revolving Advances may not be denominated at any
        one time in more than five Optional Currencies at any time.

11.2    RESPONSE TO REQUEST FOR AN OPTIONAL CURRENCY: If not later than close of
        business three business days prior to the first day of an Interest
        Period during which a Revolving Advance is to be denominated in an
        Optional Currency:-

        (a)     any Bank notifies the Facility Agent that:-

                (i)     that Bank reasonably expects to be unable to obtain
                        matching deposits in that Optional Currency in the
                        London inter-bank market at or about 11 a.m. on the


                                       37
<PAGE>

                        relevant date in sufficient amounts to fund its share of
                        that Revolving Advance during that Interest Period; or

                (ii)    it would by reason of national or international
                        financial, political or economic conditions, currency
                        availability, currency exchange rates or exchange
                        controls be impossible or impracticable or it would be
                        unlawful or contrary to a directive (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) for its share of
                        that Revolving Advance to be denominated in that
                        Optional Currency during that Interest Period; or

        (b)     the Facility Agent determines that:-

                (i)     the relevant Optional Currency is for any reason not
                        freely convertible into US Dollars and/or not freely
                        transferable; or

                (ii)    it is impossible to make payment in the country of the
                        currency in which the Revolving Advance is to be
                        denominated in the manner provided for in this
                        Agreement;

                the Facility Agent shall promptly notify the Parent and the
                Banks.

11.3    FALLBACK CURRENCY: If in relation to any Interest Period relating to a
        Revolving Advance the Facility Agent gives notice to the Parent and the
        Banks in accordance with Clause 11.2 (Response to a request for an
        Optional Currency) that Revolving Advance shall during that Interest
        Period instead be denominated in US Dollars.

11.4    COMMITMENTS: On the date on which any Drawing under the Revolving
        Facility is requested (whether or not in an Optional Currency), the
        Facility Agent shall determine whether the aggregate of:

        (a)     the amount in US Dollars of that Drawing or, if denominated in
                an Optional Currency, the US Dollar Equivalent (determined as at
                or about 11:00 am two Business Days prior to the relevant
                Drawing Date) of that Drawing; and

        (b)     the US Dollar Equivalent (determined as at or about 11:00 am two
                Business Days prior to the relevant Drawing Date) of each
                existing Revolving Advance denominated in an Optional Currency
                which will be outstanding on the relevant Drawing Date; and

        (c)     each existing Revolving Advance denominated in US Dollars which
                will be outstanding on the relevant Drawing Date; and

        (d)     the US Dollar Equivalent (determined as at or about 11:00 am two
                Business Days prior to the relevant Drawing Date) of the total
                Contingent Liability of all the Revolving Banks under Letters of
                Credit and Bank Guarantees already issued and denominated in
                Optional Currencies which will be outstanding on the relevant
                Drawing Date; and

        (e)     the total Contingent Liability of all the Revolving Banks under
                Letters of Credit and Bank Guarantees already issued and
                denominated in US Dollars which will be outstanding on the
                relevant Drawing Date,

        exceeds the total amount of the Revolving Commitments of the Banks. In
        the event that the Commitments of the Banks are so exceeded the
        requested Revolving Advance, Letter of Credit or Bank Guarantee shall be
        reduced by the amount by which the total Revolving Commitments of the
        Banks are so exceeded.


                                       38
<PAGE>

12      TAXES AND OTHER DEDUCTIONS

12.1    PAYMENTS TO BE FREE AND CLEAR: All sums payable by each Obligor under
        this Agreement shall be paid (a) free of any restriction or condition
        (b) free and clear of and (except to the extent required by law) without
        any deduction or withholding for or on account of any tax and (c)
        without deduction or withholding (except to the extent required by law)
        on account of any other amount whether by way of set-off, counter-claim
        or otherwise.

12.2    GROSSING-UP OF PAYMENTS: If any Obligor or any other person is required
        by law to make any deduction or withholding on account of any such tax
        or other amount from any sum paid or payable by any Obligor to any
        Senior Finance Party under the Senior Finance Documents:-

        (a)     such Obligor shall notify the Facility Agent of any such
                requirement or any change in any such requirement as soon as
                such Obligor becomes aware of it;

        (b)     such Obligor shall pay any such tax or other amount before the
                date on which penalties attach thereto, such payment to be made
                for its own account unless that liability is imposed on any
                other party in which case it shall be made on behalf of and in
                the name of that party;

        (c)     the sum payable by such Obligor in respect of which the relevant
                deduction or withholding is required shall be increased to the
                extent necessary to ensure that, after the making of that
                deduction or withholding, that party receives on the due date
                and retains (free from any liability in respect of any such
                deduction or withholding) a net sum equal to the sum which it
                would have received and so retained had no such deduction or
                withholding been required or made; and

        (d)     within 30 days after paying any sum from which it is required by
                law to make any deduction or withholding, and within 30 days
                after the due date of payment of any tax or other amount which
                it is required by Clause 12.2(b) (Grossing-Up of Payments) to
                pay, such Obligor shall deliver to the Facility Agent evidence
                satisfactory to the other affected parties of such deduction or
                withholding and of the remittance of such payment to the
                relevant taxing or other authority.

12.3    INDEMNITY: Without prejudice to Clauses 12.1 (Payments to be free and
        clear) and 12.2 (Grossing-Up of Payments), if any Senior Finance Party
        (or any person on its behalf) is required to make any payment on account
        of tax or otherwise (except on account of tax on the overall net income
        of that party or that other person) on or calculated by reference to the
        amount of any sum receivable or received by that Senior Finance Party
        (or any person on its behalf) under the Senior Finance Documents from
        any Obligor (including, without limitation, under Clause 12.1 (Payments
        to be free and clear) or 12.2 (Grossing-Up of Payments)) or any
        liability in respect of any such payment is assessed, levied, imposed or
        claimed against any Senior Finance Party (or any person on its behalf),
        such Obligor shall, on demand by the Facility Agent, forthwith indemnify
        that Senior Finance Party (or such person) against such payment or
        liability, and any costs, charges and expenses (including, without
        limitation, penalties) payable or incurred in connection therewith.

12.4    TAX CREDITS: If and to the extent that any Senior Finance Party is able,
        in its sole opinion, to apply or otherwise take advantage of any
        offsetting tax credit or other similar tax benefit out of or in
        conjunction with any deduction, withholding or payment which gives rise
        to an obligation on any Obligor to pay any additional amount pursuant to
        Clause 12.2 (Grossing-Up of Payments) or 12.3 (Indemnity) that Senior
        Finance Party shall, to the extent that in its sole opinion it can do so
        without prejudice to the retention of the amount of such credit or
        benefit and without any other adverse tax consequences for that Senior
        Finance Party, reimburse to such Obligor, at such time as such tax
        credit or benefit shall have actually been received by that Senior
        Finance Party such amount as that Senior Finance Party shall, in its
        sole opinion, have determined to be attributable to the relevant
        deduction, withholding or payment and as will leave it in no better or
        worse position in respect of its worldwide tax liabilities than it would
        have been in if the payment of such additional amount had not been
        required. Such reimbursement (if any) shall be conclusive evidence of
        the amount due to such Obligor,


                                       39
<PAGE>

        and shall be accepted by such Obligor, in full and final settlement of
        any claim for reimbursement under this Clause 12.4 (Tax Credits).

12.5    TAX AFFAIRS: Nothing herein contained shall oblige any Senior Finance
        Party to disclose to any Obligor or any other person any information
        regarding its tax affairs or tax computations or interfere with the
        right of any Senior Finance Party to arrange its tax affairs in
        whatsoever manner it thinks fit and, in particular, no Senior Finance
        Party shall be under any obligation to claim relief from its corporate
        profits or similar tax liability in credits or deductions available to
        it (and, if it does claim, the extent, order and manner in which it does
        so shall be at its absolute discretion).

12.6    EXCEPTIONS: No additional amount will be payable to a Senior Finance
        Party under clause 12.2 (Grossing-Up of Payments) as a result of any
        deduction or withholding or payment of United Kingdom taxes to the
        extent that at the time such payment falls due such Senior Finance Party
        is not a Qualifying Person and such payment would not have fallen due
        had such Senior Finance Party been a Qualifying Person unless the reason
        such Senior Finance Party is not a Qualifying Person is a change (after
        the date of this Agreement or in the case of a Senior Finance Party
        which became a party to this Agreement after the date of this Agreement
        the date on which it became a party) in any law or directive or in the
        interpretation or application thereof or in any practice or concession
        of the United Kingdom Inland Revenue.

        For this purpose "QUALIFYING PERSON" means at any time:

        (a)     a bank as defined in the Taxes Act 1988 Section 840(A) for the
                purposes of Section 349 of that Act which is within the charge
                to United Kingdom corporation tax as regards any interest
                payable or paid to it under this Agreement; or

        (b)     (in the case of a person which has its Lending Office outside
                the United Kingdom) a person to whom payments under the Senior
                Finance Documents may be made without deduction or withholding
                for or on account of taxes by reason of an applicable taxation
                treaty between the United Kingdom and the country in which that
                person is, or is treated as, resident or carrying on business
                and pursuant to which there is a valid and extant claim of such
                person.

12.7    COLLECTING AGENTS RULES: Each Bank represents to the Facility Agent that
        (unless it has notified the Facility Agent to the contrary), on the date
        it becomes a party to this Agreement, it is:

        (a)     either:

                (i)     not resident in the United Kingdom for United Kingdom
                        tax purposes; or

                (ii)    a bank as defined in the Taxes Act 1988 Section 840A and
                        resident in the United Kingdom; and

        (b)     beneficially entitled to the principal and interest payable by
                the Facility Agent to it under this Agreement;

        and, if it is able to make these representations on the date on which it
        becomes party to this Agreement, shall forthwith notify the Facility
        Agent if either representation ceases to be correct.

12.8    NON-US BANKS:

        (a)     Each Bank organized or incorporated under the laws of a
                jurisdiction outside the United States, on or prior to the date
                of its execution and delivery of this Agreement in the case of
                each Original Bank and on the date of the Transfer Certificate
                pursuant to which it becomes a Bank in the case of any other
                Bank, and from time to time thereafter as requested in writing
                by the Parent (but only so long as such Bank remains lawfully
                able to do so), shall provide the Facility Agent and the Parent
                with two original Internal Revenue Service forms W-8EBN or
                W-8ECI, as appropriate, or any successor or other form
                prescribed by the Internal Revenue


                                       40
<PAGE>

                Service, certifying that such Bank is exempt from or entitled to
                a reduced rate of United States withholding tax on payments
                pursuant to this Agreement.

        (b)     If any form provided by a Bank pursuant to Clause 12.8(a) at the
                time such Bank first becomes a Bank hereunder indicates a United
                States interest withholding tax rate in excess of zero,
                withholding tax at such rate shall be considered excluded from
                any applicable gross-up or indemnity unless and until such Bank
                provides the appropriate forms certifying that a lesser rate
                applies, whereupon withholding tax at such lesser rate only
                shall be considered excluded from such applicable gross-up or
                indemnity for periods governed by such form provided, however,
                that if at the date a Bank transferee under a Transfer
                Certificate becomes a party to this Agreement, the Bank
                transferor was entitled to payments under Clause 12.8(a) in
                respect of United States withholding tax in connection with
                interest paid at such date, then, to that extent, the applicable
                gross-up or indemnity shall include (in addition to withholding
                taxes that may be imposed in the future or other amounts
                otherwise included therein) United States withholding tax
                applicable with respect to the Bank transferor on such date. If
                any form or document referred to in this Clause 12.8 requires
                the disclosure of information, other than information necessary
                to compute the tax payable and information required on the date
                hereof by Internal Revenue Service form W-8EBN or W-8ECI, that a
                Bank reasonably considers to be confidential, such Bank shall
                give notice thereof to the Parent and shall not be obliged to
                include in any such form or document any such confidential
                information.

13      CHANGE IN CIRCUMSTANCES

13.1    ILLEGALITY: If at any time, as a result of the introduction of or any
        change in, or in the interpretation or application or administration of
        any law 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) any directive of any agency of any
        state, it is or will become unlawful or contrary to any such directive
        for any Bank to allow all or part of its Commitments to remain
        outstanding and/or to make, fund or allow to remain outstanding all or
        part of its share of any Drawing and/or to carry out all or any of its
        other obligations under this Agreement:-

        (a)     upon that Bank notifying the Parent, its Commitments shall be
                cancelled; and

        (b)     the Borrowers shall forthwith prepay that Bank's portion of each
                Advance and provide cash cover in an amount equal to that Bank's
                Contingent Liability in relation to each Letter of Credit or
                Bank Guarantee or on such later date as that Bank shall certify
                to be necessary to comply with the relevant law or directive
                with accrued interest thereon and any other sum then due to that
                Bank under this Agreement.

13.2    INCREASED COSTS:

        (a)     If, as a result of the introduction of or any change in, or in
                the interpretation or application or administration of (in each
                case after the date of this Agreement), any law 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) any directive of any agency of any state
                including, without limitation, any law or directive relating to
                taxation, reserve asset, special deposit, cash ratio, liquidity
                or capital adequacy requirements or other forms of banking,
                fiscal, monetary, or regulatory controls:-

                (i)     the cost to any Bank of maintaining all or any part of
                        its Commitments and/or of making, maintaining or funding
                        all or any part of its share of any Drawing or overdue
                        sum is increased; and/or

                (ii)    any sum received or receivable by the Facility Agent or
                        any Bank under the Senior Finance Documents or the
                        effective return to it under the Senior Finance
                        Documents is reduced; and/or


                                       41
<PAGE>

                (iii)   the Facility Agent or any Bank makes any payment or
                        foregoes any interest or other return on or calculated
                        by reference to the amount of any sum received or
                        receivable by it under the Senior Finance Documents;

                the Parent shall indemnify the Facility Agent or that Bank
                against that increased cost, reduction, payment or foregone
                interest or other return and, accordingly, shall from time to
                time on demand (whenever made) pay to the Facility Agent for its
                own account or for the account of that Bank the amount certified
                by it to be necessary so to indemnify it.

        (b)     The Parent will not be obliged to compensate the Facility Agent
                or any Bank pursuant to Clause 13.2 (Increased Costs) in respect
                of any increased cost, reduction, payment, foregone interest or
                other return:-

                (i)     compensated for by payment of the Additional Costs Rate;
                        or

                (ii)    attributable to a change (whether of basis, timing or
                        otherwise) in the tax on the overall net income of the
                        Facility Agent or that Bank or compensated for under
                        Clause 12 (Taxes and other Deductions);

        (c)     To the extent that any holding company of the Facility Agent or
                any Bank suffers a cost which would have been recoverable by the
                Facility Agent or that Bank under this Clause 13.2 (Increased
                Costs) had that cost been imposed on the Facility Agent or that
                Bank the Facility Agent or that Bank shall be entitled to
                recover that amount under this Clause 13.2 (Increased Costs) on
                behalf of the relevant holding company.

13.3    MITIGATION:

        (a)     If in respect of any Bank, circumstances arise which would, or
                would upon the giving of notice, result in:

                (i)     an obligation to make any payment under Clause 12 (Taxes
                        and Other Deductions); or

                (ii)    an obligation to make payment under Clause 13.1
                        (Illegality); or

                (iii)   a demand for compensation under Clause 13.2 (Increased
                        Costs);

                then, without in any way limiting, reducing or otherwise
                qualifying the obligations of the Obligors under those Clauses,
                upon the request of the Parent, such Bank, in consultation with
                the Facility Agent and the Parent, shall take such reasonable
                steps as may be open to it to mitigate the effects of such
                circumstances, on terms mutually acceptable to the Facility
                Agent, the Banks and the Parent, provided that the Bank
                concerned will not be obliged to take any action if to do so
                would or might in the opinion of the Bank have an adverse effect
                upon its business, operations or financial condition or cause it
                to incur liabilities or obligations (including, without
                limitation, tax liabilities) which, in its opinion, are material
                or cause it to incur any costs or expenses for which it has not
                been indemnified to its satisfaction by the Parent.

13.4    CHANGE IN MARKET CONDITIONS:

        (a)     If in relation to any Interest Period:-

                (i)     no or only one Reference Bank supplies a quotation in
                        accordance with the definition of LIBOR; or


                                       42
<PAGE>

                (ii)    on the basis of notifications from Banks whose
                        Commitments exceed 50% of the Total Commitments, the
                        Facility Agent determines that (a) matching deposits are
                        not available in the London Inter-Bank Market at or
                        about 11 a.m. on the Rate Fixing Day for that Interest
                        Period in sufficient amounts to fund their respective
                        shares of the amount to which that Interest Period
                        relates during that Interest Period or (b) the
                        quotations supplied do not accurately reflect the cost
                        to the Banks of obtaining such deposits; or

                (iii)   the Facility Agent determines that, by reason of
                        circumstances affecting the London Inter-Bank Market,
                        adequate and fair means do not or will not exist for
                        determining the rate of interest applicable for that
                        Interest Period;

                the Facility Agent shall promptly notify the Parent and the
                Banks.

        (b)     The Facility Agent (on behalf of and after consultation with the
                Banks) shall then negotiate with the Parent with a view to
                agreeing an alternative basis for calculating the interest
                payable on the Advance(s) to which that Interest Period relates.
                Any alternative basis agreed in writing by the Facility Agent
                (on behalf of and with the consent of all the Banks) and the
                Parent within 10 Business Days of the Facility Agent's
                notification of the event in question shall take effect in
                accordance with its terms. If an alternative basis is not so
                agreed, each Bank's share of such Advance(s) shall during that
                Interest Period bear interest at the rate per annum equal to the
                sum of (i) the applicable Margin and (ii) the cost to that Bank
                (as certified by it to the Parent within 10 Business Days of the
                end of that 10 Business Day period and expressed as a rate per
                annum) of funding its share during that Interest Period by
                whatever means that Bank determines to be most appropriate.

13.5    ISSUING BANK: References in Clause 12 (Taxes) and Clause 13.1
        (Illegality) and 13.2 (Increased Costs) shall include any Bank in its
        capacity as an Issuing Bank.

14      PAYMENTS

14.1    BY BANKS:

        (a)     On each date on which an Advance is to be made, each Bank shall
                make its share of that Advance available to the Facility Agent
                in the place for payment to the relevant Borrower by payment in
                the currency of that Advance and in immediately available
                cleared funds to such account as the Facility Agent shall
                specify.

        (b)     The Facility Agent shall make the amounts so made available to
                it available to the relevant Borrower before close of business
                in the place of payment on that date by payment in the same
                currency and funds as received by the Facility Agent to such
                account of the relevant Borrower as shall have been specified in
                the notice requesting that Advance. If any Bank makes its share
                of any Advance available to the Facility Agent later than
                required by Clause 14.1(a) (By Banks), the Facility Agent shall
                make that share available to the relevant Borrower as soon as
                practicable thereafter.

14.2    BY OBLIGORS:

        (a)     On each date on which any sum is due from any Obligor, it shall
                make that sum available to the Facility Agent in the place for
                payment by payment in the currency in which that sum is due and
                in immediately available cleared funds to such account as the
                Facility Agent shall specify.

        (b)     The Facility Agent shall make available to each Senior Finance
                Party before close of business in that place on that date its
                pro rata share (if any) of any sum so made available to the
                Facility Agent in the same currency and funds as received by the
                Facility Agent to such account of that Senior Finance Party with
                such bank in that place as it shall have specified to the
                Facility


                                       43
<PAGE>

                Agent. If any sum is made available to the Facility Agent later
                than required by Clause 14.2(a) (By Obligors), the Facility
                Agent shall make each Bank's share (if any) available to it as
                soon as practicable thereafter.

14.3    REFUNDING OF PAYMENTS: The Facility Agent shall not be obliged to make
        available to any person any sum which it is expecting to receive for the
        account of that person until it has been able to establish that it has
        received that sum. However, it may do so if it wishes. If and to the
        extent that it does so but it transpires that it had not then received
        the sum which it paid out:-

        (a)     the person to whom the Facility Agent made that sum available
                shall on request refund it to the Facility Agent; and

        (b)     the person by whom that sum should have been made available or,
                if that person fails to do so the person to whom that sum should
                have been made available, shall on request pay to the Facility
                Agent the amount (as certified by the Facility Agent) which will
                indemnify the Facility Agent against any funding or other cost,
                loss, expense or liability sustained or incurred by it as a
                result of paying out that sum before receiving it.

14.4    NON-BUSINESS DAYS:

        (a)     The duration of an Interest Period shall not be changed after 11
                a.m. on the Rate Fixing Day for that Interest Period unless it
                later becomes apparent to the Facility Agent that the day on
                which that Interest Period would otherwise end is not a Business
                Day. In that event, that Interest Period shall instead end on
                the Business Day succeeding or preceding that day (whichever is
                selected by the Facility Agent and notified by it to the Parent
                and the Banks).

        (b)     Any Repayment Date which would otherwise fall on a day which is
                not a Business Day shall be adjusted on the same basis so as to
                fall on a Business Day which is the last day of an Interest
                Period.

        (c)     Any payment to be made by any Obligor on a day which is not the
                last day of an Interest Period or a Repayment Date and which
                would otherwise be due on a day which is not a Business Day
                shall instead be due on the next Business Day.

14.5    CHANGE IN CURRENCY:

        (a)     If a single currency or currency unit becomes the lawful
                currency of two or more countries or any change occurs in a
                currency or currency unit of any country or if more than one
                currency or currency unit are at the same time recognised by the
                central bank of any relevant country as the lawful currency of
                such country, then:

                (i)     any reference in the Senior Finance Documents to, and
                        any obligations arising under the Senior Finance
                        Documents in, the currency of that country shall be
                        translated into, or paid in, the currency or currency
                        unit designated by the Facility Agent after consultation
                        with the Banks and the Parent; and

                (ii)    any translation from one of such country's currencies or
                        currency units to another shall be at the official rate
                        of exchange recognised by that central bank for the
                        conversion of such currencies or currency unit into the
                        other, rounded up or down to the nearest whole unit of
                        such other currency.

        (b)     If a change in any currency of any relevant country occurs
                (including in consequence of European Monetary Union), this
                Agreement will be amended to the extent to which the Facility
                Agent, in good faith, determines to be necessary to reflect the
                change in currency or any financial market practices relating to
                dealing in the new currency and to put the Banks and the
                Obligors in the same position, so far as is possible, that they
                would have been in if no change in currency had occurred.


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<PAGE>

15      REPRESENTATIONS AND WARRANTIES

15.1    REPRESENTATIONS AND WARRANTIES: Each Obligor represents and warrants to
        each of the Senior Finance Parties that (subject to the Banking
        Disclosure Letter):-

        (a)     INCORPORATION: It, and each of its Subsidiaries, is duly
                incorporated and validly existing with limited liability under
                the laws of the place of its incorporation and has the power to
                own its assets and carry on its business as it is now being
                conducted.

        (b)     POWER: It has power to enter into, exercise its rights under,
                and perform and comply with its obligations under, each of the
                Transaction Documents to which it is party and to carry out the
                transactions contemplated by such Transaction Documents.

        (c)     AUTHORITY: All actions, conditions and things required to be
                taken, fulfilled and done by it in order:

                (i)     to enable it to enter into, exercise its rights under,
                        and perform and comply with its obligations under, the
                        Transaction Documents to which it is party and to carry
                        out the transactions contemplated by such Transaction
                        Documents; and

                (ii)    to ensure that those obligations are valid, legally
                        binding and, subject to reservations, enforceable in
                        accordance with their terms; and

                (iii)   to make each of the Transaction Documents to which it is
                        party admissible in evidence in the courts of the
                        jurisdiction to which it has submitted in such
                        Transaction Document; and

                (iv)    to create the security constituted by the Security
                        Documents to which it is party and, subject to the
                        reservations, to ensure that such security has the
                        ranking specified therein,

                have (subject as provided in Clause 15.1(d) (Consents and
                Filings) in relation to the security constituted by the Security
                Documents) been taken, fulfilled and done, save for the payment
                of stamp duty on the Transaction Documents in accordance with
                their terms.

        (d)     CONSENTS AND FILINGS: All consents and filings required:-

                (i)     for its entry into, exercise of its rights, and
                        performance and compliance with its obligations under,
                        each of the Transaction Documents to which it is party;
                        and

                (ii)    for it to carry out the transactions contemplated by the
                        Transaction Documents

                have been obtained or made and are in full force and effect
                (save for any filings required in relation to the security
                constituted by the Security Documents which filings or
                registrations will be made promptly after execution of the
                relevant documents and in any event within applicable time
                limits).

        (e)     NON-CONFLICT: Its entry into, exercise of its rights under and
                performance and compliance with its obligations under each of
                the Transaction Documents to which it is party and the carrying
                out of the transactions contemplated by the Transaction
                Documents do not:-

                (i)     contravene any law, directive, judgment or order to
                        which it or any of its Subsidiaries is subject;

                (ii)    contravene its memorandum or articles of association or
                        other constitutional documents;


                                       45
<PAGE>

                (iii)   breach in any material respect any agreement or the
                        terms of any consent to which it or any of its
                        Subsidiaries is a party or which is binding upon it or
                        any of its Subsidiaries or any of its or their
                        respective assets;

                (iv)    oblige it, or any of its Subsidiaries, to create any
                        security or result in the creation of any security over
                        its or their respective assets other than under the
                        Security Documents.

        (f)     OBLIGATIONS BINDING: Its obligations under the Transaction
                Documents to which it is a party are valid, legally binding and,
                subject to reservations, enforceable and each of the Security
                Documents to which it is party constitute valid security
                ranking, subject to reservations and subject as provided in
                Clause 15.1(d) in relation to the security constituted by the
                Security Documents, in accordance with the terms of such
                documents.

        (g)     WINDING-UP: No administrator, receiver, liquidator or similar
                officer has been appointed with respect to it or any of its
                Subsidiaries or any of its or their respective assets nor (so
                far as it is aware after due and careful review) is any petition
                or proceeding for any such appointment pending nor has any
                resolution for any such appointment been passed.

        (h)     NO DEFAULTS:

                (i)     No Event of Default or Potential Event of Default has
                        occurred and is continuing.

                (ii)    No event has occurred and is continuing which
                        constitutes a default, and no event has occurred and is
                        continuing which, with the giving of notice or the lapse
                        of time or making of any determination or fulfilment of
                        any condition in each case as provided for in the
                        agreement concerned is reasonably likely to constitute a
                        default, under any agreement to which it or any of its
                        Subsidiaries is party which has or is reasonably likely
                        to have a Material Adverse Effect.

        (i)     LITIGATION: No litigation, arbitration, administrative,
                regulatory or similar proceeding is current, pending or, to its
                knowledge, threatened:-

                (i)     to restrain its entry into, the exercise of its rights
                        under and performance and compliance with its
                        obligations under, or the enforcement by it of, any of
                        the Transaction Documents or the carrying out of the
                        transactions contemplated by the Transaction Documents;
                        or

                (ii)    which has, or is reasonably likely to have, by itself or
                        together with any other such proceedings, a Material
                        Adverse Effect.

        (j)     NO SECURITY INTERESTS/GUARANTEES/FINANCIAL INDEBTEDNESS:

                (i)     No Security Interest (or agreement to create the same)
                        exists or is permitted to subsist on or over its or any
                        of its Subsidiaries' assets or is permitted to subsist
                        other than a Permitted Security Interest;

                (ii)    Neither it nor any of its Subsidiaries has granted or
                        agreed to grant any guarantee except as permitted by
                        Clause 16.3(g) (Guarantees); and

                (iii)   Neither it nor any of its Subsidiaries has incurred any
                        Financial Indebtedness except for Permitted
                        Indebtedness.

        (k)     LABOUR DISPUTES: There are no labour disputes current, pending
                or, to its knowledge, threatened which have or are reasonably
                likely to have a Material Adverse Effect.

        (l)     ASSETS:


                                       46
<PAGE>

                (i)     The Target Shares to be acquired by the relevant
                        acquisition vehicle as set out in the Structure Document
                        under the Acquisition Documents will on Completion be
                        beneficially owned by such acquisition vehicle and such
                        acquisition vehicle will be entitled to and will
                        forthwith become the legal and beneficial registered
                        owner of the Target Shares free from any Security
                        Interest (or agreement to create the same) and all
                        consents and filings necessary for the transfer of the
                        Target Shares to such acquisition vehicle have been or
                        will on Completion have been obtained or made.

                (ii)    All of the material assets to be acquired by the
                        relevant acquisition vehicle as set out in the Structure
                        Document under the Acquisition Documents will on
                        Completion be beneficially owned by it free from any
                        Security Interest (other than a Permitted Security
                        Interest) and all material consents and filings
                        necessary for the transfer of such assets have been or
                        will be obtained within any applicable time period.

                (iii)   It or its Subsidiaries has or will on Completion have
                        good title to or valid leases or licences of or
                        otherwise be entitled to use all material assets
                        necessary to conduct the Business (or in respect of the
                        properties forming part of assets being acquired, is
                        beneficially entitled to use and occupy such
                        properties).

                PROVIDED THAT each representation and warranty at sub-paragraphs
                (i) and (ii) above shall apply to any Target Shares and assets
                which in either case are the subject of a Delayed Completion
                only on the applicable Delayed Completion Date.

        (m)     CONSENTS, FILINGS AND LAWS APPLICABLE TO OPERATIONS:

                (i)     All consents and filings have been obtained or effected
                        which are necessary for the carrying on of the Business
                        and all such consents and filings are in full force and
                        effect and there are no circumstances known to it which
                        indicate that any such consents and filings are likely
                        to be revoked or varied in whole or in part, save in
                        each case to the extent that absence of any such consent
                        or filing or variation of any such consent does not and
                        is not reasonably likely to have a Material Adverse
                        Effect.

                (ii)    It and each of its Subsidiaries is in compliance with
                        all laws and directives binding upon it in its
                        jurisdiction of incorporation or jurisdictions in which
                        it operates save to the extent non-compliance is not
                        reasonably likely to have a Material Adverse Effect.

        (n)     ACCOUNTS:

                (i)     The audited consolidated financial statements (together
                        with the notes thereto) most recently delivered pursuant
                        to Clause 16.6(d) (Financial Statements):-

                                (A)     give a true and fair view of the
                                        financial position of it and its
                                        Subsidiaries as at the date to which
                                        they were prepared and for the Financial
                                        Year then ended; and

                                (B)     were prepared in accordance with
                                        Applicable GAAP.

                (ii)    The quarterly and monthly consolidated management
                        accounts most recently delivered pursuant to Clause
                        16.6(d) (Financial Statements):-

                                (A)     reasonably represent the financial
                                        position of it and its Subsidiaries as
                                        at the date to which they were prepared
                                        and for the quarter or month then ended
                                        (as the case may be);

                                (B)     take account of all material liabilities
                                        (contingent or otherwise) of it and its
                                        subsidiaries at that date; and


                                       47
<PAGE>

                                (C)     were prepared on a basis substantially
                                        in accordance with Applicable GAAP.

        (o)     MATERIAL ADVERSE CHANGES:

                (i)     There has been no change in the financial condition,
                        business or assets of the Target since the date of the
                        Latest Audited Accounts which has or is reasonably
                        likely to have a Material Adverse Effect.

                (ii)    There has been no change in the financial condition,
                        business or assets of the Group since the date of the
                        most recently delivered audited consolidated financial
                        statements pursuant to Clause 16.6(d) (Financial
                        Statements) which has or is reasonably likely to have a
                        Material Adverse Effect.

        (p)     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 or be reasonably likely to have a
                Material Adverse Effect (after taking into account the income
                and gains on which the tax is charged) and all reports and
                returns on which such taxes are required to be shown have been
                filed within any applicable time limits and all taxes required
                to be paid have been paid within any applicable time limit save,
                in each case, to the extent that failure to do so does not have
                and is not reasonably likely to have a Material Adverse Effect.

        (q)     LATEST ACCOUNTS: The Latest Management Accounts and the Latest
                Audited Accounts;

                (i)     were prepared in accordance with Applicable GAAP
                        consistently applied;

                (ii)    give a true and fair view of or, in the case of the
                        Latest Management Accounts, reasonably represent the
                        financial position of the Target as at the date to which
                        they were prepared and for the period then ended; and

                (iii)   take account of all material liabilities (contingent or
                        otherwise) of the Target at that date.

        (r)     INFORMATION PACKAGE:

                (i)     All statements of fact relating to the assets, financial
                        condition and operations of the Business contained in
                        the Information Package are true and accurate in all
                        material respects.

                (ii)    The opinions and views expressed in the Information
                        Package represent the honestly held opinions and views
                        of the Parent and were arrived at after careful
                        consideration and were based on reasonable grounds at
                        the time of being made.

                (iii)   The projections and forecasts contained in the
                        Information Package are based upon assumptions
                        (including, without limitation, assumptions as to the
                        future performance of the Business, inflation, price
                        increases and efficiency gains) which the Parent has
                        carefully considered and consider to be fair and
                        reasonable at the time of being made.

                (iv)    The Information Package does not omit to disclose or
                        take into account any matter known to the Parent after
                        due and careful enquiry where failure to disclose or
                        take into account such matter would result in the
                        Information Package (or any information or projection
                        contained therein) being misleading in any material
                        respect.

                (v)     Nothing has occurred or come to light since the date as
                        at which the Information Package were prepared which,
                        insofar as the Parent is aware, renders any material
                        facts forming the basis thereof materially inaccurate or
                        misleading or which makes any of the projections or
                        forecasts contained therein materially unfair or
                        unreasonable


                                       48
<PAGE>

                        or renders any of the assumptions upon which the
                        projections are based materially unfair or unreasonable.

        (s)     REPORTS:

                (i)     So far as the Parent is aware, after due and careful
                        review, none of the Reports is misleading in any
                        material respect and there is no expression of opinion,
                        forecast or projection contained therein or conclusion
                        reached therein in relation to any material matter which
                        is not fair and reasonable in all material respects
                        (provided that nothing in this sub-clause shall require
                        the Parent to review or make any enquiry in relation to
                        matters within the technical or professional expertise
                        of the adviser preparing the relevant Report).

                (ii)    All material factual information furnished by or on
                        behalf of the Target to any of the firms which prepared
                        any of the Reports and contained or referred to therein
                        was, so far as the Parent is aware after due and careful
                        review, true and accurate in all material respects at
                        the time supplied and, so far as the Parent is aware
                        after due and careful review, all opinions, forecasts
                        and projections supplied to such firms which are
                        contained or referred to in any of the Reports were
                        arrived at after careful consideration, were fair and
                        were based on reasonable grounds at the time of being
                        made.

                (iii)   So far as the Parent is aware, after due and careful
                        review, the Reports do not omit to disclose any matter
                        where failure to disclose such matter would result in
                        the Reports (or any opinion, forecast or projection
                        contained in the Reports) being misleading in any
                        material respect.

                (iv)    The Parent is not aware of anything which has occurred
                        or come to light since the date of the Reports which
                        renders any material facts contained in the Reports
                        inaccurate or misleading in any material respect or
                        which makes any of the opinions, projections and
                        forecasts contained in the Reports other than fair and
                        reasonable in all material respects.

        (t)     DOCUMENTS:

                (i)     The Structure Document accurately records the structure
                        of the Group as it will be immediately following
                        Completion (and assuming completion of the Dutch
                        Re-organisation and that the Delayed Completions occur)
                        and includes details of any minority shareholdings in
                        any member of the Group held by any person who is not a
                        member of the Group and details of all companies, joint
                        ventures and partnerships in which any member of the
                        Group has an interest or participation.

                (ii)    The Acquisition Documents as furnished to the Facility
                        Agent under this Agreement contain all the material
                        terms of the Acquisition, the Investor Documents as
                        furnished to the Facility Agent under this Agreement
                        contain all the material terms of the agreements between
                        the Original Equity Investors, the Parent and each other
                        member of the Group, the Bridge Finance Documents
                        contain all material terms of the agreements between the
                        Bridge Finance Parties, UK BondCo and each other member
                        of the Group and the Bond Finance Documents contain all
                        material terms of the agreements between the High Yield
                        Noteholders, UK BondCo and each other member of the
                        Group;

        (u)     INTELLECTUAL PROPERTY:

                (i)     Annex 3 of the Disclosure Letter (as such term is
                        defined in the Acquisition Agreement) contains a list of
                        all Registered Intellectual Property Rights which relate
                        and are material to the Business and which, immediately
                        before Completion, a


                                       49
<PAGE>

                        member of the Group is entitled to have assigned or
                        licensed to it pursuant to the Acquisition Agreement
                        (the "REGISTERED RIGHTS").

                (ii)    No Registered Rights are subject to any notice of
                        opposition or application for cancellation or amendment
                        and so far as reasonably practicable all application,
                        renewal and other official statutory and regulatory fees
                        relating to the Registered Rights which are due for
                        payment at the Completion Date have been duly paid.

                (iii)   The Group has taken reasonable steps in accordance with
                        accepted business practice to seek to avoid the
                        infringement of any Intellectual Property owned by a
                        third party.

                (iv)    No written notice has been received by any member of the
                        Group (in relation to the Business) that it infringes or
                        may infringe any right in confidential information or
                        other Intellectual Property Rights of any third party.

                (v)     All agreement and licences in respect of Intellectual
                        Property granted to a member of the Group and all Third
                        Party-Owned Rights which are material to the Business
                        are set out in the Disclosure Letter (as defined in the
                        Acquisition Agreement).

                (vi)    So far as the Parent is aware, there exists no actual or
                        threatened infringement (including misuse of
                        confidential information) by any third party of any
                        Registered Rights which is material to the Business.

        (v)     ENVIRONMENTAL WARRANTIES:

                (i)     It, and each of its Subsidiaries, is in compliance with
                        all Environmental Laws and all Environmental Consents
                        necessary in connection with the ownership and operation
                        of its business are in full force and effect in each
                        case where failure to do so would have or be reasonably
                        likely to have a Material Adverse Effect.

                (ii)    To the best of its knowledge and belief having made due
                        and careful enquiry, there are no circumstances which
                        may reasonably be expected to prevent or interfere with
                        it or any of its Subsidiaries being in compliance with
                        any Environmental Law including, without limitation,
                        obtaining or being in compliance with any Environmental
                        Consents in the future where failure to so comply would
                        have or be reasonably likely to have a Material Adverse
                        Effect.

                (iii)   No material unbudgeted investment is necessary to obtain
                        or renew any Environmental Consent or comply with any
                        Environmental Law where the failure to obtain or renew
                        that Environmental Consent or comply with that
                        Environmental Law would have or be reasonably likely to
                        have a Material Adverse Effect.

                (iv)    To the best of its knowledge and belief having made due
                        and careful enquiry, there are no circumstances which
                        are reasonably likely to result in any person
                        (including, without limitation, a regulatory authority)
                        taking any legal proceedings or other action against it
                        or any of its Subsidiaries (and no such proceedings or
                        other action is pending or threatened) under any
                        Environmental Laws including, without limitation,
                        remedial action or the revocation, suspension, variation
                        or non renewal of any Environmental Consent where any
                        such proceedings would have or be reasonably likely to
                        have a Material Adverse Effect.

        (w)     HOLDING COMPANY: Each of the Parent, UK ParentCo 1, UK ParentCo
                2, UK ParentCo 3, UK Finco, UK BondCo, UK Overseas HoldCo, UK
                Trader HoldCo, UK TraderCo, UK-US HoldCo, UK PartnerCo 1, UK
                PartnerCo 2, Dutch Overseas HoldCo, Dutch HoldCo and US HoldCo
                is a holding company and it has not traded (other than by
                entering into the Transaction Documents) nor does it have
                liabilities to any person other than (i) in respect of its share
                capital, (ii) pursuant to the Transaction Documents, the
                Finco/Bondco Loan Agreement


                                       50
<PAGE>

                or the Inter-Company Loan Agreements and (iii) in respect of
                payment of legal fees, auditors fees and expenses in connection
                with the Transaction Documents;

        (x)     YEAR 2000:

                (i)     There is set out in the Disclosure Letter (as defined in
                        the Acquisition Agreement) the details of the ICI
                        Group's programme of work (the "MILLENNIUM PROGRAMME")
                        which is designed with the objective of ensuring that
                        all information technology and communications systems
                        and networks, and embedded process technology which in
                        all cases are material to the Business or the Products,
                        are able to handle without any reduction in
                        functionality or performance, or will not be adversely
                        affected by, any date data relating to a date on or
                        after 1 January 2000.

                (ii)    The Millennium Programme was designed by or on behalf of
                        the Vendor, or by one or more members of the ICI Group,
                        exercising reasonable skill and care or using reasonable
                        endeavours to procure that third parties exercise
                        reasonable skill and care and, so far as the Parent is
                        aware, there are no facts or circumstances which may
                        reasonably be expected to prevent the completion of the
                        Millennium Programme in accordance with its provisions.

                (iii)   All tasks required by the Millennium Programme to be
                        performed during the period up to the Completion Date
                        have been performed in accordance with the Millennium
                        Programme.

        (y)     US GOVERNMENT REGULATIONS:

                (i)     Neither any US Obligor nor any of its Subsidiaries is an
                        "investment company," or an "affiliated person" of, or
                        "promoter" or "principal underwriter" for, an
                        "investment company," as such terms are defined in the
                        Investment Company Act of 1940, as amended. Neither the
                        making of any Drawing, nor the application of the
                        proceeds or repayment thereof by any Obligor, nor the
                        consummation of the other transactions contemplated
                        hereby, will violate any provision of such Act or any
                        rule, regulation or order of the Securities and Exchange
                        Commission thereunder.

                (ii)    Neither it nor any of its Subsidiaries is a "holding
                        company", a "public utility company" or an "affiliate"
                        or "subsidiary company" of a "registered holding
                        company" within the meaning of the Public Utility
                        Holding Company Act of 1935, as amended.

                (iii)   No Obligor is engaged in the business of extending
                        credit for the purpose of purchasing or carrying margin
                        stock within the meaning of Regulations T, U and X of
                        the Board of Governors of the Federal Reserve System of
                        the United States of America as in effect from time to
                        time ("MARGIN STOCK"), and no proceeds of any Advance
                        will be used in violation thereof.

        (z)     EMPLOYEE BENEFIT PLANS:

                (iv)    No ERISA Event has occurred or is reasonably expected to
                        occur with respect to any Plan that has resulted in or
                        is reasonably expected to result in a material liability
                        of any Obligor or any ERISA Affiliate.

                (v)     Any Schedule B (Actuarial Information) to the most
                        recent annual report (Form 5500 Series) required to be
                        filed for each Plan, copies of which have been filed
                        with the Internal Revenue Service of the United States
                        of America and furnished to the Banks, is complete and
                        accurate and fairly presents the funding status of such
                        Plan, and since the date of such Schedule B there has
                        been no material adverse change in such funding status.


                                       51
<PAGE>

                (vi)    Neither any Obligor nor any ERISA Affiliate has incurred
                        or is reasonably expected to incur any Withdrawal
                        Liability to any Multiemployer Plan.

                (vii)   Neither any Obligor nor any ERISA Affiliate has been
                        notified by the sponsor of a Multiemployer Plan that
                        such Multiemployer Plan is in reorganization or has been
                        terminated, within the meaning of Title IV of ERISA, and
                        no such Multiemployer Plan is reasonably expected to be
                        in reorganization or to be terminated, within the
                        meaning of Title IV of ERISA.

15.2    REPETITION: The representations and warranties in Clause 15.1
        (Representations and Warranties) shall be deemed repeated on the date of
        each Drawing Request, each Drawing Date and on the last day of each
        Interest Period by reference to the facts and circumstances existing on
        such date provided that:

        (a)     the representations and warranties set out in Clause 15.1(r)
                (Information Package) shall, in respect of the Syndication
                Memorandum only, be made on the date of the Syndication
                Memorandum and, in respect of the Agreed Financial Projections,
                be made on the date of this Agreement and only repeated on the
                date of the First Drawing Request and the First Drawing Date and
                shall, on such repetition, be qualified by any matter disclosed
                by the Parent to the Facility Agent in writing after the date of
                this Agreement but prior to the date of repetition, and which
                relates to an event or circumstance which occurred during such
                period;

        (b)     the representations and warranties set out in Clauses 15.1(g)
                (Winding-Up), 15.1(i) (Litigation), 15.1(j) (No Security
                Interests/Guarantees/Financial Indebtedness), 15.1(l) (Assets),
                15.l(o)(i) (Material Adverse Changes), 15.1(q) (Latest
                Accounts), 15.1(s) (Reports), 15.1(t) (Documents) and 15.1(w)
                (Holding Companies) shall be made on the date of this Agreement
                and only repeated on the date of the first Drawing Request and
                the first Drawing Date and shall, on such repetition (other than
                in the case of Clauses 15.1(t) (Documents) and 15.1 (w) (Holding
                Companies), be qualified by any matter disclosed by the Parent
                to the Facility Agent in writing after the date of this
                Agreement but prior to the date of repetition, (provided such
                disclosure is a specific disclosure against a specific
                representation and warranty) and which relates to an event or
                circumstance which occurred during such period, provided that
                the representation and warranty set out Clauses 15.1(l)(i) and
                (ii) (Assets) applying to Target Shares and assets which are the
                subject of a Delayed Completion shall be made on the applicable
                Delayed Completion Date;

        (c)     the representations and warranties set out in Clauses 15.1(k)
                (Labour Disputes), 15.1(m) (Consents, Filings and Laws
                Applicable to Operations), 15.1 (u) (Intellectual Property),
                15.1(v) (Environmental Warranties), 15.1(y) (Government
                Regulations) and 15.1(z) (Employee Benefit Plans) shall, on
                being repeated on the date of the first Drawing Request and the
                first Drawing Date, be qualified by any matter disclosed by the
                Parent to the Facility Agent in writing after the date of this
                Agreement but prior to the date of repetition, (provided such
                disclosure is a specific disclosure against a specific
                representation and warranty) and which relates to an event or
                circumstance which occurred during such period; and

        (d)     the representations and warranties set out in Clauses 15.1(a)
                (Incorporation) to 15.1(g) (Winding-up) (inclusive) shall in
                addition be repeated on each date on which an Accession Document
                or an additional Security Document is entered into; and

16      UNDERTAKINGS

16.1    DURATION OF UNDERTAKINGS: The undertakings in this Clause 16 shall
        continue for so long as any sum remains payable or capable of becoming
        payable under the Senior Finance Documents.

16.2    GENERAL UNDERTAKINGS:

        (a)     AUTHORISATIONS AND CONSENTS: Each Obligor will, and will procure
                that each of its Subsidiaries will, apply for, obtain and
                promptly renew from time to time and maintain in full force and
                effect all consents and comply with the terms of all such
                consents, and promptly


                                       52
<PAGE>

                make and renew from time to time all such filings, as may be
                required under any applicable law or directive to enable it to
                enter into, exercise its rights, and perform and comply with its
                obligations under the Transaction Documents to which it is party
                and to carry out the transactions contemplated by the
                Transaction Documents to which it is a party and to ensure that
                its obligations under the Transaction Documents to which it is
                party are valid, legally binding and, subject to reservations,
                enforceable and each of the Security Documents to which it is
                party constitutes valid security ranking, subject to the
                reservations, in accordance with its terms.

        (b)     MAINTENANCE OF STATUS AND AUTHORISATION: Each Obligor will, and
                will procure that each of its Subsidiaries will:-

                (i)     do all such things as are necessary to maintain its
                        corporate existence;

                (ii)    ensure that it has the right to conduct its business and
                        will obtain and maintain all consents and make all
                        filings necessary for the carrying on of the Business
                        and take all steps necessary to ensure that the same are
                        in full force and effect save to the extent that the
                        absence of any consent or filing or variation of any
                        such consent does not and is not reasonably likely to
                        have a Material Adverse Effect; and

                (iii)   comply with all laws and directives binding upon it and
                        procure compliance by all of its respective officers and
                        employees with all applicable laws and directives
                        binding upon it save to the extent non-compliance does
                        not have and is not reasonably likely to have a Material
                        Adverse Effect.

        (c)     PARI PASSU RANKING: Each Obligor will, and will procure that
                each of its Subsidiaries will, ensure that its payment
                obligations under each of the Senior Finance Documents rank and
                will at all times rank at least pari passu in right and priority
                of payment with all its other present and future unsecured and
                unsubordinated indebtedness (actual or contingent) except
                indebtedness preferred solely by operation of law.

        (d)     INSURANCES:

                Each Obligor will, and will procure that each of its
                Subsidiaries will, on or prior to the Completion Date effect and
                thereafter maintain insurances at its own expense in respect of
                all its assets and business of an insurable nature with
                reputable insurers of good standing. Such insurances must:

                                (A)     provide cover against all risks which
                                        are normally insured against by other
                                        companies owning, possessing or leasing
                                        similar assets and carrying on similar
                                        businesses and include, without
                                        limitation, cover against loss of
                                        profits, product liability, pollution
                                        and public liability; and

                                (B)     be in such amounts as would in the
                                        circumstances be prudent for such
                                        companies.

        (e)     TAXES: Each Obligor will, and will procure that each of its
                Subsidiaries will, pay within any applicable time limit all
                taxes imposed by any agency of any state upon it or any of them
                or any of its or their assets, income or profits or any
                transactions undertaken or entered into by it or any of them
                save in the event of a bona fide dispute with regard to any tax
                in respect of which proper provision has, if appropriate, been
                made in the accounts of the relevant member of the Group.


                                       53
<PAGE>

        (f)     ACQUISITION DOCUMENTS:

                (i)     UK ParentCo 3 will take all action to enforce any claim
                        it has in relation to the warranties given under the
                        Acquisition Documents and to enforce all other rights
                        and entitlements it may have under the Acquisition
                        Documents.

                (ii)    UK ParentCo 3 will not amend, vary or waive any of the
                        terms of the Acquisition Documents and will not prior to
                        the Completion Date exercise any discretion thereunder
                        or give any consent or waiver thereunder.

        (g)     HEDGING ARRANGEMENTS: The Parent will, by no later than 45 days
                after the Completion Date, procure that UK ParentCo 3 or one of
                its subsidiaries (not being UK BondCo) enter into Hedging
                Agreements with Hedging Banks or, if the counterparty does not
                have a credit exposure on the relevant member of the Group, such
                other bank or financial institution so as to ensure that for a
                period of no less than three years from the Completion Date the
                Group has hedging of interest rate exposure in respect of not
                less than 50 per cent. of the aggregate Commitments in relation
                to the Term Facilities on the date of this Agreement.

        (h)     BANKING BUSINESS: Each Obligor will, and will procure that each
                of its Subsidiaries will only maintain bank accounts with
                Ancillary Banks or any other bank which the Facility Agent shall
                approve in writing and only carry on banking business with Banks
                or other banks approved by the Facility Agent in writing.

        (i)     PENSION SCHEMES: Each Obligor will, and will procure that each
                of its Subsidiaries 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 to the extent required by law based on reasonable
                actuarial assumptions applicable in the jurisdiction in which
                the relevant pension scheme is maintained.

        (j)     FINANCIAL ASSISTANCE: Each Obligor will, and will procure that
                each of its Subsidiaries will, comply in any and all respects
                with sections 151 to 158 (inclusive) of the Companies Act 1985
                or any similar enactments or financial assistance laws in any
                other applicable jurisdiction, including in relation to the
                execution of the Finance Documents and the payment of amounts
                due under the Finance Documents.

        (k)     YEAR 2000 REPORTING REQUIREMENTS: The Parent will use all
                reasonable endeavours to procure that the Millennium Programme
                shall be continued and undertaken in accordance with its terms
                and shall notify the Facility Agent and any Bank promptly upon
                detecting any material failure of the Information Systems and
                Equipment to be Year 2000 Compliant. In addition, the Parent
                shall provide the Facility Agent and any Bank with such
                information about its Year 2000 computer readiness (including,
                without limitation, information as to contingency plans, budgets
                and testing results) as the Facility Agent or such Bank shall
                reasonably request.

        (l)     INTELLECTUAL PROPERTY: Each Obligor will and each Obligor will
                procure that each of its Subsidiaries will:

                (i)     observe and comply with all obligations and laws to
                        which it in its capacity as registered proprietor,
                        beneficial owner, user, licensor or licensee of the
                        Intellectual Property required to conduct the Business
                        or any part of it is subject where failure to do so
                        would have or could be reasonably expected to have a
                        Material Adverse Effect;

                (ii)    do all acts as are necessary to maintain, register,
                        protect and safeguard such Intellectual Property as is
                        required to conduct the Business or any part of it where
                        failure to do so would have or could be reasonably
                        expected to have a Material Adverse Effect and not
                        discontinue the use of any of such Intellectual Property
                        nor


                                       54
<PAGE>

                        allow it to be used in such a way that it is put at risk
                        by becoming generic or by being identified as
                        disreputable if in each case to do so would have or
                        could be reasonably expected to have a Material Adverse
                        Effect; and

                (iii)   not grant any licence to any person to use the
                        Intellectual Property required to conduct the Business
                        if to do so would have or could be reasonably expected
                        to have a Material Adverse Effect.

        (m)     TERMINATION OF FINANCING STATEMENTS: Upon the request of the
                Facility Agent, and at the expense of the Parent, within 10 days
                after such request, the Parent will procure that the Facility
                Agent is provided with proper termination statements on Form
                UCC-3 covering such financing statements as the Facility Agent
                may reasonably request.

        (n)     DUTCH SHARE PLEDGE: Dutch Overseas HoldCo will within 180 days
                of the date hereof grant a perfected first ranking Dutch law
                share pledge over the shares which it owns in ICI Alpha BV and
                pay or procure payment of all costs and expenses incurred in
                connection with the grant of such pledge including, without
                limitation, notarial, registration and legal fees. Dutch
                Overseas HoldCo will take all steps as may be required to enable
                Dutch counsel to the Security Agent to issue a legal opinion
                reasonably satisfactory to the Security Agent.

        (o)     US SECURITY: The Parent will procure that as soon as reasonably
                practicable and in any event within 30 days following the
                Completion Date:

                (i)     a mortgagee title insurance policy or binding commitment
                        to issue such title insurance policy is delivered to the
                        Facility Agent in respect of the property at Nederland,
                        Texas (the "Mortgage Policy") on terms reasonably
                        satisfactory to the Facility Agent and in an amount no
                        exceeding US$5,000,000 and shall include an endorsement
                        for future advances under this Agreement and for any
                        other matter that the Facility Agent in its discretion
                        may reasonably request (to the extent available in the
                        jurisdiction of such property), (b) shall not include an
                        exception for mechanics' liens, and (c) shall provide
                        for affirmative insurance and such reinsurance
                        (including direct access agreements) as the Facility
                        Agent in its discretion may reasonably request;

                (ii)    a mortgage over the property at Nederland, Texas is
                        granted providing a valid and enforceable first priority
                        security on such property free of encumbrances except as
                        permitted under this Agreement;

                (iii)   if it does not do so on or prior to the date of
                        Completion the Facility Agent receives an opinion of
                        local counsel to the Borrowers in Tennessee, Mississippi
                        and Texas, in form and substance satisfactory to the
                        Facility Agent, with respect to, among other things, the
                        enforceability of the mortgages that secure any
                        properties in each jurisdiction;

                (iv)    if not satisfied on or prior to the date of Completion,
                        use all reasonable endeavours to obtain a landlord's
                        consent and agreement in the form agreed to by the
                        Parent and the Facility Agent, from each of the
                        landlords under the lease agreements with respect to
                        properties located in Olive Branch, Mississippi;
                        Nederland, Texas; Tustin, CA; Webster Groves, MO;
                        Cordova, Tennessee and Memphis, Tennessee.

16.3    RESTRICTIONS:

        (a)     AMALGAMATIONS AND CHANGE OF BUSINESS: No Obligor will and each
                Obligor will procure that none of its Subsidiaries will:

                (i)     amalgamate, merge or consolidate with or into any other
                        person or be the subject of any reconstruction; or


                                       55
<PAGE>

                (ii)    materially change the nature or scope of the business of
                        the Group as a whole.

        (b)     DISPOSALS: No Obligor will and each Obligor will procure that
                none of its Subsidiaries will, (whether by a single transaction
                or a number of related or unrelated transactions and whether at
                the same time or over a period of time) sell, transfer, lease
                out, lend or otherwise dispose of any of its assets or all or
                any part of its undertaking or agree to do so. The following
                transactions shall not be prohibited by this Clause:-

                (i)     disposals of assets (other than shares in any member of
                        the Group) in the ordinary course of trading;

                (ii)    the application of funds in any manner not prohibited by
                        the Senior Finance Documents and the disposal of Cash
                        Equivalents and instruments referred to in Clause
                        16.3(j)(ii);

                (iii)   the exchange of assets (other than shares in any member
                        of the Group) for other assets of a similar nature and
                        value;

                (iv)    any disposal of assets by a member of the Group to an
                        Obligor which has entered into Security Documents
                        constituting Security Interests over all or
                        substantially all of its assets;

                (v)     any disposal of assets (other than shares in any member
                        of the Group) which are obsolete for the purpose for
                        which such assets are normally utilised or which are no
                        longer required for the purpose of the Group's business
                        or operations;

                (vi)    any disposal to which the Majority Banks shall have
                        given their prior written consent;

                (vii)   any disposal effected solely by the creation of a
                        Permitted Security Interest pursuant to Clauses
                        16.3(d)(iv) or (v);

                (viii)  any disposal (other than shares in any member of the
                        Group) where the Net Proceeds are to be applied within 6
                        months to purchase an asset to replace the asset
                        disposed of;

                (ix)    the disposals of shares in members of the Group
                        necessary to implement the Dutch Re-organisation in
                        accordance with its terms within 180 days of the date
                        hereof and to implement a transfer of the shares in ICI
                        Acrylics Canada Inc. and ICI Acrylics (Mexico) S.A. by
                        ICI Acrylics Inc. to Dutch Overseas HoldCo;

                (x)     the disposal of shares in ICI Acrylics GmbH as
                        contemplated by, and in accordance with, the Framework
                        Agreement dated 16 July, 1999 between ICI Acrylics
                        Holland BV and Veha NV;

                (xi)    a disposal by ICI Alpha BV of shares in Kaohsiung
                        Monomer Company Limited provided that ICI Alpha BV
                        retains more than 50 per cent of the shares in Kaohsiung
                        Monomer Company Limited;

                (xii)   disposals of assets (other than shares in any member of
                        the Group) with a value which does not exceed Pound
                        Sterling500,000 and where the aggregate value of the
                        assets so disposed of by members of the Group other than
                        in accordance with sub-paragraphs (i) to (x) (inclusive)
                        above in any Financial Year of the Parent does not
                        exceed Pound Sterling2,000,000;

                (xiii)  one or more disposals by the Parent of shares in China
                        Project Newco provided that the Parent retains at all
                        times more than 50 per cent of each class of shares in
                        China Project Newco;


                                       56
<PAGE>

                provided that

                (xiv)   disposals under sub-paragraph (iv), (v), (vii) and
                        (xiii) above will only be permitted so long as no Event
                        of Default or Potential Event of Default has occurred
                        and is continuing;

                (xv)    any asset disposed of in accordance with sub-paragraph
                        (iv) above which is subject to security at the time of
                        disposal shall be subject to security under a Security
                        Document following disposal and the relevant subsidiary
                        of the Parent shall take all steps necessary to create,
                        perfect or register such security and shall deliver to
                        the Security Agent such evidence as the Security Agent
                        shall require of the due execution of the relevant
                        Security Document together, in the case of assets
                        situated outside England and Wales, with a legal opinion
                        satisfactory to the Security Agent (acting reasonably);
                        and

                (xvi)   any moneys in excess of Pound Sterling1,000,000 received
                        pursuant to a disposal under sub-paragraph (viii) above
                        which are not immediately applied in accordance with
                        such sub-paragraph shall be held in a Cash Collateral
                        Account pending such application.

        (c)     ARM'S LENGTH TRANSACTIONS: No Obligor will and each Obligor will
                procure that none of its Subsidiaries will, enter into any
                arrangement or transaction other than on an arm's length basis
                save for:-

                (i)     loans to employees permitted under Clause 16.3(h)(iv)
                        (Loans);

                (ii)    transactions or arrangements between members of the
                        Group not otherwise prohibited by the Senior Finance
                        Documents;

                (iii)   guarantees permitted under Clause 16.3(g)(i)
                        (Guarantees); or

                (iv)    the provision of management and administrative services
                        and the secondment of employees in each case to other
                        members of the Group;

                and each Obligor will and will procure that each of its
                Subsidiaries will not dispose of any assets (save for any
                disposal permitted under Clause 16.3(b)(iii) or 16.3 (b)(iv)
                (Disposals)) other than for cash consideration payable on or
                before completion of the relevant disposal and on terms that the
                purchaser thereof does not obtain title or possession of any
                asset the subject of such disposal prior to completion of such
                disposal and payment of the whole consideration therefor (save,
                in each case, for the provision of trade credit in the ordinary
                course of trading).

        (d)     NEGATIVE PLEDGE: No Obligor will, and each Obligor will procure
                that none of its Subsidiaries will, create or agree to create or
                permit to subsist any Security Interest on or over the whole or
                any part its undertaking or assets (present or future) except
                for:-

                (i)     liens arising solely by operation of law and in the
                        ordinary course of its trading activities and not as a
                        result of any default or omission on the part of any
                        member of the Group;

                (ii)    rights of set-off existing in the ordinary course of
                        trading activities between any member of the Group and
                        its respective suppliers or customers;

                (iii)   rights of set-off or netting arising by operation of law
                        or by contract by virtue of the provision to any member
                        of the Group of clearing bank facilities or overdraft
                        facilities permitted under this Agreement;


                                       57
<PAGE>

                (iv)    any retention of title to goods supplied to any member
                        of the Group where such retention is required by the
                        supplier in the ordinary course of its trading
                        activities and on customary terms;

                (v)     Security Interests (except floating charges) arising
                        under finance leases, hire purchase, conditional sale
                        agreements or other agreements for the acquisition of
                        assets on deferred payment terms permitted under Clause
                        16.3(i) (Leasing Arrangements) and only to the extent
                        such Security Interests are granted by the relative
                        member of the Group over assets comprised within or
                        constituted by such arrangements;

                (vi)    Security Interests arising under the Security Documents;

                (vii)   any Security Interest to which the Majority Banks shall
                        have given prior written consent;

                (viii)  any Security Interest over goods and documents of title
                        to goods arising on the ordinary course of letter of
                        credit transactions entered into in the ordinary course
                        of trading;

                (ix)    any Security Interest over cash paid into an escrow
                        account pursuant to any purchase price retention
                        arrangement as part of any disposal or acquisition made
                        by any member of the Group which is permitted by Clauses
                        16.2(b) and (l) respectively provided that in respect of
                        any disposal, the cash paid into any such escrow account
                        does not represent more than 15% of the Net Proceeds;

                (x)     any Security Interest over an asset of a company which
                        becomes a Subsidiary of the Parent (other than by reason
                        of its incorporation) after the date of Completion,
                        being a Security Interest which is in existence at the
                        time at which that company becomes such a Subsidiary but
                        only if (i) that Security Interest was not created in
                        contemplation of that company becoming such a
                        Subsidiary, (ii) the principal amount secured by that
                        Security Interest has not been and shall not be
                        increased and (iii) that Security Interest is discharged
                        within 6 months of that company becoming such a
                        Subsidiary;

                (xi)    any Security Interest in respect of assets of Existing
                        JV Companies where the aggregate value of all assets
                        subject to such Security Interests does not exceed Pound
                        Sterling10,000,000 and are securing obligations of
                        Existing JV Companies;

                (xii)   any Security Interest in respect of assets of Permitted
                        Joint Ventures and are securing obligations of Permitted
                        Joint Ventures;

                (xiii)  any Security Interest not otherwise permitted pursuant
                        to paragraphs (i) to (viii) (above inclusive) in respect
                        of any assets having a value not exceeding, in
                        aggregate, Pound Sterling100,000; and

                (xiv)   any Security Interest in respect of assets of the China
                        Project which secure obligations of the China Project.

        (e)     FACTORING: No Obligor will, and each Obligor will procure that
                none of its Subsidiaries will:

                (i)     sell or otherwise dispose of any asset on terms whereby
                        such asset is or may be leased to or re-acquired or
                        acquired by it or any other member of the Group; or

                (ii)    sell or otherwise dispose of any receivable.


                                       58
<PAGE>

        (f)     INDEBTEDNESS: No Obligor will, and each Obligor will procure
                that none of its Subsidiaries will, incur or agree to incur or
                permit to subsist any Financial Indebtedness other than
                Permitted Indebtedness. For this purpose, "PERMITTED
                INDEBTEDNESS" means:-

                (i)     Financial Indebtedness arising under the Finance
                        Documents provided that the aggregate principal amount
                        of the Financial Indebtedness under the Senior
                        Subordinated Finance Documents shall at no time exceed
                        US$200,000,000 (other than by reason of the
                        capitalisation of interest under the Bridge Facility
                        Agreements in accordance with the terms thereof);

                (ii)    Financial Indebtedness permitted by Clauses 16.3(g)
                        (Guarantees), 16.3(h) (Loans), 16.3(i) (Leasing
                        Arrangements) and 16.3(j) (Hedging Transactions);

                (iii)   facilities in respect of which a Letter of Credit or
                        Bank Guarantee in an amount equal to the maximum
                        principal amount of such facilities has been issued
                        under the Revolving Facility;

                (iv)    Financial Indebtedness of Existing JV Companies (taken
                        as a group) in an aggregate principal amount of Pound
                        Sterling10,000,000 at any time;

                (v)     Financial Indebtedness of Permitted Joint Ventures
                        incurred with recourse to any other member of the Group
                        in a principal amount which:

                                (A)     when aggregated (without
                                        double-counting) with the other items in
                                        respect of that Permitted Joint Venture
                                        specified in paragraph (b) of the
                                        definition of Permitted Joint Ventures
                                        in Clause 1.1 (Definitions) does not
                                        exceed the Available Amount for the
                                        Capex Period in which that Financial
                                        Indebtedness is incurred; and

                                (B)     when aggregated with all other such
                                        Financial Indebtedness of Permitted
                                        Joint Ventures outstanding at any time
                                        does not exceed Pound Sterling5,000,000;

                (vi)    Financial Indebtedness of Permitted Joint Ventures not
                        incurred to members of the Group and without recourse to
                        any other member of the Group;

                (vii)   Financial Indebtedness not otherwise referred to in
                        paragraphs (i) to (v) above in an aggregate principal
                        amount not exceeding Pound Sterling5,000,000 for the
                        Group taken as a whole at any time;

                (viii)  Financial Indebtedness of the Parent arising under the
                        CDC DDBs Documents provided that:

                                (A)     no CDC DDBs shall be issued other than
                                        for cash and in accordance with the
                                        terms of the CDC DDBs Documents as at
                                        the Effective Date;

                                (B)     the aggregate amount subscribed and/or
                                        advanced in cash by the CDC DDBs
                                        Subscribers by way of subscription for
                                        CDC DDBs which are issued for the
                                        purposes of financing or re-financing
                                        the investment of China Project Newco in
                                        the China Project may not exceed Pound
                                        Sterling12,000,000 prior to 31 December
                                        2003;

                                (C)     the aggregate amount subscribed and/or
                                        advanced in cash by the CDC DDBs
                                        Subscribers by way of subscription for
                                        issued CDC DDBs shall not exceed at any
                                        time Pound Sterling40,000,000;


                                       59
<PAGE>

                                (D)     the proceeds of an issue of CDC DDBs
                                        made upon the occurrence of a Drawdown
                                        Event shall be immediately applied by
                                        way of subscription for ordinary shares
                                        by the Parent in UK Parentco 1, by UK
                                        Parentco 1 for ordinary shares in UK
                                        Parentco 2 and by UK Parentco 2 for
                                        ordinary shares in UK Parentco 3 and
                                        thereafter shall be applied by UK
                                        Parentco 3 in a manner permitted by the
                                        terms of this Agreement and the
                                        Intercreditor Agreement; and

                                (E)     the proceeds of an issue of CDC DDBs
                                        made for the purposes of financing or
                                        refinancing China Project Newco's
                                        investment in the China Project shall be
                                        applied by the Parent by way of
                                        subscription for shares in China Project
                                        Newco or by way of a loan to China
                                        Project Newco, in each case in a manner
                                        permitted by the terms of this Agreement
                                        and the Intercreditor Agreement;

                (ix)    Financial Indebtedness of (A) China Project Newco
                        provided it is not incurred to any member of the Group
                        and is without recourse to any member of the Group other
                        than the Parent and (B) the China Project provided it is
                        not incurred to any member of the Group and is without
                        recourse to any member of the Group other than China
                        Project Newco, in each case in accordance with Clause
                        16.3(k)(iii) (Joint Ventures);

                (x)     Financial Indebtedness of the Parent arising under an
                        issue of subordinated debt or other securities made in
                        accordance with Clause 16.4(a)(v) (Control); and

                (xi)    Financial Indebtedness arising under an issue of high
                        yield notes made in accordance with Clause 16.4(k)(iii)
                        (CDC Bridge Facility).

        (g)     GUARANTEES: No Obligor will, and each Obligor will procure that
                none of its Subsidiaries will, grant or agree to grant or permit
                to subsist any guarantee other than:-

                (i)     guarantees, indemnities or performance bonds given in
                        the ordinary course of trading activities in respect of
                        the Parent's or the Parent's wholly-owned Subsidiaries'
                        obligations;

                (ii)    guarantees contained in the Finance Documents; or

                (iii)   guarantees entered into solely for the purpose of
                        arrangements referred to in Clause 16.3(d)(iii);

                (iv)    guarantees by UK ParentCo 3 or any of its Subsidiaries
                        in respect of the Financial Indebtedness of Permitted
                        Joint Ventures permitted under Clause 16.3(f)(v);

                (v)     guarantees in respect of the Financial Indebtedness of
                        any Existing JV Company permitted under Clause
                        16.3(f)(iv).

        (h)     LOANS: No Obligor will, and each Obligor will procure that none
                of its Subsidiaries will, make or agree to make or permit to be
                outstanding any loans or grant or agree to grant any credit
                other than:-

                (i)     trade credit given in the ordinary course of its trading
                        activities; or

                (ii)    loans and the granting of credit by Obligors to other
                        Obligors; or

                (iii)   loans made on the Completion Date in accordance with the
                        Structure Document;

                (iv)    loans to employees of the Group, provided that the
                        maximum aggregate principal amount of all such loans
                        shall not exceed Pound Sterling1,000,000 at any time;


                                       60
<PAGE>

                (v)     loans made by members of the Group which are not
                        Obligors to other such members of the Group;

                (vi)    loans made by wholly owned members of the Group which
                        are not Obligors to Obligors;

                (vii)   loans made by Obligors to wholly-owned members of the
                        Group which are not Obligors which do not exceed, in
                        aggregate Pound Sterling10,000,000 at any time;

                (viii)  loans made to a Permitted Joint Venture in a principal
                        amount which:-

                                (A)     when aggregated (without
                                        double-counting) with the other items in
                                        respect of that Permitted Joint Venture
                                        specified in paragraph (b) of the
                                        definition of Permitted Joint Ventures
                                        in Clause 1.1 (Definitions) does not
                                        exceed the Available Amount for the
                                        Capex Period in which that loan is made
                                        for that Permitted Joint Venture; and

                                (B)     when aggregated with all other loans to
                                        Permitted Joint Ventures outstanding at
                                        any time does not exceed Pound
                                        Sterling5,000,000.

                (ix)    loans made by the Parent to China Project Newco and by
                        China Project Newco to the China Project which in each
                        case have been financed directly or indirectly in cash
                        from the proceeds of CDC DDBs issued by the Parent in
                        accordance with Clause 16.6(f)(viii) (Indebtedness).

        (i)     LEASING ARRANGEMENTS: No Obligor will, and each Obligor will
                procure that none of its Subsidiaries will enter into or permit
                to subsist any finance lease, hire purchase, conditional sale
                agreement or other agreement for the acquisition of any asset
                upon deferred payment terms provided that members of the Group
                may enter into or permit to subsist such finance leases or other
                agreements in connection with the acquisition of equipment and
                other items required for the Business provided that the
                aggregate of the capital element of all rentals during the life
                of the Facilities under all such finance leases and agreements
                (determined in accordance with Applicable GAAP) does not exceed
                Pound Sterling7,500,000.

        (j)     HEDGING TRANSACTIONS: No Obligor will, and each Obligor will
                procure that none of its Subsidiaries will, enter into any
                interest rate swap, cap, ceiling, collar or floor or any
                currency swap, futures, foreign exchange or commodity contract
                or option or any similar instrument for managing or hedging
                currency exposure (where, in each case, the counterparty has a
                credit exposure on the relevant Obligor) other than:

                (i)     the Hedging Documents; or

                (ii)    for hedging currency exposure arising in the ordinary
                        course of its trading of a member of the Group (and not
                        for speculative purposes) where no such instrument has a
                        duration exceeding 12 months.

        (k)     JOINT VENTURES: No Obligor will, and each Obligor will procure
                that none of its Subsidiaries will enter into or permit to
                subsist any joint venture, partnership or similar arrangement
                with any person,

                other than:-

                (i)     any such joint venture, partnership, or equivalent
                        arrangement subsisting at the date of this Agreement;

                (ii)    Permitted Joint Ventures; and


                                       61
<PAGE>

                (iii)   in relation to China Project Newco and the China Project
                        provided that:-

                                (A)     the ownership interests in China Project
                                        Newco are held directly by the Parent
                                        (and by no other member of the Group)
                                        and the ownership interests in the China
                                        Project are held directly by China
                                        Project Newco (and by no other member of
                                        the Group);

                                (B)     no advance, loan, investment or
                                        contribution in China Project Newco or
                                        the China Project, or any subscription
                                        for shares or acquisition of other
                                        ownership interests in China Project
                                        Newco or the China Project, shall be
                                        made by the Parent or China Project
                                        Newco, respectively, other than by way
                                        of cash or the provision or licensing of
                                        technological assistance and engineering
                                        know-how to China Project Newco and the
                                        China Project, respectively, to the
                                        extent that the provision or licensing
                                        of such assistance and know-how by the
                                        Parent or China Project Newco would not
                                        otherwise be prohibited by this
                                        Agreement;

                                (C)     all amounts which are advanced, lent,
                                        invested in or contributed to China
                                        Project Newco and the China Project, or
                                        which are subscribed for or otherwise
                                        used for the acquisition of shares or
                                        other ownership interests in China
                                        Project Newco and the China Project by
                                        the Parent or by China Project Newco,
                                        respectively, shall be financed or
                                        re-financed solely from the proceeds of
                                        the CDC DDBs and prior to 31 December
                                        2003, the aggregate amount of all such
                                        proceeds which may be advanced, lent,
                                        invested in or contributed to China
                                        Project Newco and the China Project
                                        shall not exceed Pound
                                        Sterling12,000,000; and

                                (D)     notwithstanding any other provision of
                                        this Agreement (other than Clauses
                                        16.4(h) (Holding Companies) and 16.4(l)
                                        (China Project Newco), no member of the
                                        Group shall directly or indirectly at
                                        any time (save to the extent expressly
                                        contemplated by Clauses 16.3(k)(iii)(A)
                                        to (C) above, Clause 16.3(h)(ix)(Loans)
                                        and the proviso to Clause 16.4(f)
                                        (Structural Subordination)):-

                                (1)     advance, lend or contribute to, or
                                        subscribe for shares or acquire
                                        ownership interests or otherwise invest
                                        in, China Project Newco or the China
                                        Project;

                                (2)     transfer or contribute any asset to
                                        China Project Newco or the China
                                        Project;

                                (3)     incur any liability (whether by way of
                                        guarantee or otherwise) in relation to
                                        China Project Newco or the China
                                        Project; or

                                (4)     incur any obligation pursuant to any
                                        agreement or arrangement to lend to or
                                        guarantee or transfer assets to or
                                        otherwise fund or incur any liability in
                                        relation to China Project Newco or the
                                        China Project or to acquire any shares
                                        or other interest therein or assets
                                        thereof,

                                save that members of the Group may provide or
                                licence technological assistance and engineering
                                know-how to China Project Newco and the China
                                Project to the extent that the provision or
                                licensing of such assistance and know-how by the
                                relevant members of the Group would not
                                otherwise be prohibited by this Agreement.


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<PAGE>

        (l)     ACQUISITIONS AND INVESTMENTS: No Obligor will and each Obligor
                will procure that none of its subsidiaries will:

                (i)     acquire any business or acquire any Subsidiary or the
                        whole or substantially the whole of the assets of any
                        other person or enter into any agreement so to do;

                (ii)    own or acquire any interest in or subscribe for any
                        share or equity related investment or debt or equity
                        security, or

                (iii)   make any capital contribution to any person (not being
                        one of its wholly-owned Subsidiaries).

                other than:

                        (1)     pursuant to the Acquisition Documents;

                        (2)     any shares owned by it in Subsidiaries at the
                                date of this Agreement;

                        (3)     any acquisition by a member of the Group
                                pursuant to a disposal permitted under Clauses
                                16.3(b)(iv) and (ix) (Disposals);

                        (4)     any acquisition of Cash Equivalents for treasury
                                management purposes;

                        (5)     the acquisition of any interest in, any share or
                                equity related investment in an Existing JV
                                Company during a Capex Period provided that the
                                aggregate of:-

                                (A)     all amounts paid or to be paid in
                                        connection with such acquisition; and

                                (B)     the liabilities assumed or incurred in
                                        respect of Financial Indebtedness
                                        (whether by way of novation, guarantee
                                        or otherwise) by any member of the Group
                                        in connection with or as a result of
                                        that acquisition,

                                does not exceed the Available Amount in respect
                                of that acquisition in that Capex Period;

                        (6)     a Permitted Joint Venture;

                        (7)     China Project Newco and the China Project
                                (provided the acquisition of any interest in
                                China Project Newco and the China Project is
                                made in accordance with Clause 16.3(k)(iii)); or

                        (8)     any other acquisition of an asset for use in the
                                Business or shares in a limited liability
                                company (which results in the acquisition of
                                control of such company) carrying on any
                                business similar to or connected with the
                                Business, in each case provided that the
                                aggregate of:-

                                (A)     all amounts paid or to be paid in
                                        connection with such acquisition; and

                                (B)     the liabilities assumed or incurred
                                        (whether by way of guarantee or
                                        otherwise) by any member of the Group in
                                        connection with or as a result of that
                                        acquisition,


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<PAGE>

                                does not exceed the lower of Pound
                                Sterling2,000,000 (when aggregated with all
                                other amounts of the type referred to in
                                paragraphs (A) and (B) spent or incurred on
                                acquisitions under this Clause 16.3(l)(8) during
                                that Capex Period) and the Available Amount in
                                respect of that acquisition in that Capex
                                Period.

16.4    CAPITAL STRUCTURE:

        (a)     CONTROL: No Obligor will, and each Obligor will procure that
                none of its Subsidiaries will allot or issue any shares or any
                relevant securities (as defined in Section 80(2) of the
                Companies Act 1985) other than:

                (i)     an issue of shares by one wholly owned Subsidiary of the
                        Parent to another wholly owned Subsidiary of the Parent
                        or the Parent provided that a subscription of shares by
                        any member of the Group in UK Bondco financed directly
                        or indirectly from the proceeds of the CDC DDBs shall
                        not be permitted; or

                (ii)    an issue of shares by one member of the Group to a
                        person which acts or is to act as the trustee of any
                        Group pension scheme or employee incentive scheme
                        provided that such scheme has been approved in writing
                        by the Majority Banks; or

                (iii)   subject to the Intercreditor Agreement and the
                        Subordination Agreement, an issue of ordinary and/or
                        preference share capital in the Parent carrying no
                        creditor rights (including, without limitation, any such
                        issue made for the purposes of converting any CDC DDBs
                        from debt into equity in accordance with the terms of
                        the CDC DDBs Instrument (as in force at the Effective
                        Date));

                (iv)    an issue of subordinated debt by the Parent which is
                        subordinated in a manner satisfactory to the Facility
                        Agent provided that the proceeds of any such issue are
                        subscribed for ordinary shares in UK ParentCo 1, by UK
                        ParentCo 1 for ordinary shares in UK ParentCo 2 and by
                        UK ParentCo 2 for ordinary shares in UK ParentCo 3;

                (v)     subject to the Subordination Agreement, an issue of
                        subordinated non-cash pay debt securities by the Parent
                        which are subordinated to the Facilities and the High
                        Yield Notes in a manner satisfactory to the Majority
                        Banks, the net proceeds of which are used to refinance
                        all outstandings under the CDC DDBs Documents in full;
                        or

                (vi)    an issue of ordinary or preference shares by the China
                        Project to any person (other than China Project Newco
                        and any other member of the Group) where the entire
                        proceeds of such issue are retained by the China Project
                        for the purposes of financing its capital expenditure
                        and working capital requirements and on condition that
                        such proceeds are not paid or distributed by the China
                        Project, whether directly or indirectly, to any other
                        member of the Group for any purpose including, without
                        limitation, the financing of any repayment, prepayment
                        or redemption of any amounts outstanding under the CDC
                        DDBs which is not permitted under the Subordination
                        Agreement.

        (b)     VARIATION OF DOCUMENTS:

                (i)     Subject to sub-paragraph (ii) below, the Parent will
                        not, and will procure that no member of the Group will,
                        agree to any waiver, amendment or variation to the terms
                        of the Investor Documents which could reasonably be
                        expected to prejudice the interests of the Senior
                        Finance Parties under the Senior Finance Documents.

                (ii)    Notwithstanding the provisions of sub-paragraph (i)
                        above, the Parent will not agree to any waiver,
                        amendment or variation:-


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<PAGE>

                        (1)     to any provisions of the Investor Documents
                                which specify that such documents are subject to
                                the provisions of the Intercreditor Agreement,
                                the Investor Side-Letter or the Senior Finance
                                Documents or similar provisions; or

                        (2)     if the effect of such amendment or variation is
                                to:

                                (A)     change any provision relating to payment
                                        or distribution of amounts to
                                        shareholders or noteholders or other
                                        holders of any relevant instrument which
                                        could have the effect of increasing or
                                        accelerating any payment thereunder; or

                                (B)     change any provision relating to
                                        redemption of share capital or notes or
                                        other relevant instrument.

                                in each case where payment or redemption would
                                be permitted to occur prior to the Senior
                                Discharge Date (as defined in the Intercreditor
                                Agreement).

                (iii)   The Parent will not and will procure that no other
                        member of the Group will, agree to any amendment, waiver
                        or variation of any of the Senior Subordinated Finance
                        Documents, save as permitted under the Intercreditor
                        Agreement; and

                (iv)    The Parent will not and will procure that no other
                        member of the Group will, agree to any amendment, waiver
                        or variation of any of the CDC DDBs Documents save as
                        permitted under the Subordination Agreement.

        (c)     CASHFLOW RESTRICTIONS: No Obligor will, and each Obligor will
                procure that none of its Subsidiaries (other than Existing JV
                Companies or Permitted Joint Ventures or, following a disposal
                of the Parent's shares in China Project Newco permitted under
                Clause 16.3(b) (Disposals), China Project Newco and the China
                Project), will be a party to any contractual or similar
                arrangement pursuant to which any member of the Group (other
                than the Parent) is prohibited from making any payment of
                dividends, distributions of income and other amounts other than
                the Senior Finance Documents and the Senior Subordinated Finance
                Documents.

        (d)     RESTRICTION ON REDEMPTION AND ACQUISITION OF OWN SHARES: No
                Obligor will, and each Obligor will procure that none of its
                Subsidiaries will, directly or indirectly redeem, purchase,
                retire or otherwise acquire for consideration any shares or
                warrants issued by it for any such purpose or otherwise reduce
                its capital (except (i) where any resulting payment or
                distribution of cash or other assets is made to a wholly-owned
                Subsidiary of UK ParentCo 3) and (ii) the redemption by the
                Parent of shares with an amount equivalent to the proceeds of a
                subscription for shares as contemplated by the Investment
                Agreement in force as at the date hereof.

        (e)     RESTRICTION ON PAYMENT OF DIVIDENDS: No Obligor will, and each
                Obligor will procure that none of its Subsidiaries will declare
                or pay, directly or indirectly, any dividends or make any other
                distribution or pay any interest or other amounts, whether in
                cash or otherwise, on or in respect of its share capital or any
                class of its share capital or set apart any sum for any such
                purpose other than:-

                (i)     by a member of the Group to another member of the Group
                        which is a wholly owned subsidiary of UK ParentCo 3 or
                        UK ParentCo 3; or

                (ii)    as permitted in accordance with the Intercreditor
                        Agreement.

        (f)     STRUCTURAL SUBORDINATION: Notwithstanding any other provision of
                the Senior Finance Documents, no Obligor will, and each Obligor
                will procure that none of its Subsidiaries will:-


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<PAGE>

                (i)     declare or pay, directly or indirectly, any dividends or
                        make any distribution in favour of either the Parent, UK
                        ParentCo 1 or UK ParentCo 2;

                (ii)    make any loan to or grant any financial accommodation to
                        the Parent, UK ParentCo 1 or UK ParentCo 2;

                (iii)   pay any interest or other amounts to the Parent, UK
                        ParentCo 1 or UK ParentCo 2 under or in connection with
                        any loan received from the Parent, UK ParentCo 1 or UK
                        ParentCo 2 pay any amount to or transfer monies to the
                        Parent, UK ParentCo 1 or UK ParentCo 2 whatsoever, other
                        than in respect of any loan made to UK BondCo which is
                        subordinated in a manner satisfactory to the Facility
                        Agent and which is lent from UK ParentCo 3, UK Finco, UK
                        TraderCo or any US Obligor which has granted security
                        over all its assets and which loan is ultimately funded
                        from equity subscribed in the Parent which has been
                        subscribed by the Parent in ordinary shares in UK
                        ParentCo 1 and subscribed by UK ParentCo 1 in shares in
                        UK ParentCo 2 and subscribed by UK ParentCo 2 in shares
                        in UK ParentCo 3;

                (iv)    sell, transfer, lease out, lend or otherwise dispose of
                        any asset to the Parent, UK ParentCo 1 or UK ParentCo 2;
                        or

                (v)     grant any guarantee or enter into any participation or
                        purchase arrangements in relation to any obligation of
                        the Parent, UK ParentCo 1 or UK ParentCo 2;

                except as permitted in accordance with the Intercreditor
                Agreement provided that any payments or other distributions made
                by UK Parentco 3 to the Parent, UK Parentco 1 or UK Parent Co2
                pursuant to clause 7.5 (Other Permitted Payments to the Parent,
                ParentCo One and Parentco Two) of the Intercreditor Agreement
                which relate directly or indirectly to China Project Newco or
                the China Project, together with any travel costs and expenses
                attributable to the operation of the China Project, shall not
                exceed an aggregate amount of Pound Sterling300,000 in any
                Financial Year.

        (g)     UK BONDCO: Notwithstanding any other provision of the Senior
                Finance Documents, no Obligor will, and each Obligor will
                procure that none of its Subsidiaries will:-

                (i)     declare or pay, directly or indirectly, any dividends or
                        make any distribution in favour of UK BondCo;

                (ii)    make any loan to or grant any financial accommodation to
                        UK BondCo, other than a loan which is subordinated in a
                        manner which is satisfactory to the Facility Agent and
                        which is lent from UK ParentCo 3, UK Finco, UK TraderCo
                        or any US Obligor which has granted security over all
                        its assets and which loan is ultimately funded from
                        equity subscribed in the Parent (and not, for the
                        avoidance of doubt, funded from the proceeds of any CDC
                        DDBs) and which has been subscribed by the Parent in
                        ordinary shares in UK ParentCo 1 and subscribed by UK
                        ParentCo 1 in shares in UK ParentCo 2 and subscribed by
                        UK ParentCo 2 in shares in UK ParentCo 3;

                (iii)   pay any interest or other amount to UK BondCo under or
                        in connection with any loan received from UK BondCo or
                        pay any amount to or transfer monies to UK BondCo
                        whatsoever;

                (iv)    sell, transfer, lease out, lend or otherwise dispose of
                        any asset to UK BondCo; or

                (v)     grant any guarantee or enter into any participation or
                        purchase arrangements in relation to any obligation of
                        UK BondCo other than (aa) the guarantee of UK ParentCo 1
                        of the Bridge Facility Agreements and (bb) the
                        guarantees from each of the UK ParentCo 1, UK ParentCo
                        2, UK ParentCo 3, UK Overseas HoldCo and UK-


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<PAGE>

                        US HoldCo in respect of the obligations of UK BondCo to
                        the High Yield Noteholders under the High Yield Notes,

                except as permitted in accordance with the Intercreditor
                Agreement.

        (h)     HOLDING COMPANIES: Notwithstanding any other provision of the
                Finance Documents each of the Parent, UK Finco, UK BondCo, UK
                ParentCo 1, UK ParentCo 2 and UK ParentCo 3:-

                (i)     shall carry on business solely as a holding company of
                        the Group and, in the case of UK Finco and UK BondCo,
                        finance companies of the Group and shall not carry on
                        any other business other than the holding of shares in
                        their respective Subsidiaries at the date hereof and, in
                        the case of the Parent, its shares in China Project
                        Newco; the entry into and performance of the
                        transactions contemplated by the Transaction Documents
                        (including, in the case of UK FinCo, borrowing under the
                        Revolving Facility); and the making, receiving and
                        repaying of loans and associated interest pursuant to
                        the terms of the Inter-Company Loan Agreements and, in
                        the case of UK Finco and UK BondCo, the Finco/Bondco
                        Loan Agreement and, in the case of UK Parentco 3,
                        pursuant to the terms of any loans entered into by UK
                        Parentco 3 with its Subsidiaries (other than UK Bondco)
                        which are permitted by Clause 16.3(h) (Loans);

                (ii)    shall not own any assets other than (A) shares in their
                        respective Subsidiaries at the date hereof and rights
                        deriving therefrom or partnership interests in the US
                        Partnership and, in the case of the Parent, its shares
                        in China Project Newco; (B) loans made pursuant to the
                        Inter-Company Loan Agreements and, in the case of UK
                        Finco and UK BondCo, the Finco/Bondco Loan Agreement
                        and, in the case of UK Parentco 3, pursuant to the terms
                        of any loans entered into by UK Parentco 3 with its
                        Subsidiaries (other than UK Bondco) which are permitted
                        by Clause 16.3(h) (Loans) and in each case, monies
                        received by UK Finco, UK Bondco or UK Parentco 3,
                        respectively, thereunder which are permitted to be
                        received by UK Finco, UK Bondco or UK Parentco 3 in
                        accordance with the Intercreditor Agreement; and

                (iii)   incur or agree to incur or permit to subsist any
                        Financial Indebtedness or grant or permit to subsist any
                        guarantee or Security Interest other than pursuant to
                        the Transaction Documents or as permitted under Clause
                        16.4(g)(ii) (UKBondCo).

        (i)     INTERMEDIATE HOLDING COMPANIES: Notwithstanding any other
                provision of the Finance Documents each of UK Overseas HoldCo,
                UK Trader HoldCo, UK-US HoldCo, UK PartnerCo 1, UK PartnerCo 2
                and Dutch Overseas HoldCo shall carry on business solely as a
                holding company of the Group and shall not carry on any other
                business other than the holding of shares or partnership
                interests in their respective Subsidiaries at the date hereof,
                the entry into and performance of the transactions contemplated
                by the Transaction Documents (including borrowing under the
                Revolving Facility), and the making, receiving and repaying of
                loans and associated interest pursuant to the terms of the
                Inter-Company Loan Agreements.

        (j)     REDEMPTION OR PURCHASE OF HIGH YIELD NOTES/BRIDGE FACILITIES:
                The Parent shall not, and the Parent shall procure that no other
                member of the Group will:

                (i)     repay, redeem, prepay (by defeasance or otherwise) or
                        otherwise retire the principal amount of the High Yield
                        Notes;

                (ii)    purchase, repurchase, acquire or agree to acquire (or
                        procure any other person to acquire on its account) all
                        or any part of the High Yield Notes; or

                (iii)   repay, redeem or prepay all or any part of the Bridge
                        Facilities except as permitted in accordance with the
                        Intercreditor Agreement.


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<PAGE>

        (k)     CDC DDBS: The Parent shall not, and shall procure that no member
                of the Group will repay, redeem, re-finance or prepay all or any
                part of the CDC DDBs or any other amounts which may otherwise be
                due and payable to the CDC DDBs Creditors other than:-

                (i)     as permitted under the Subordination Agreement;

                (ii)    in full from the net proceeds of an issue of
                        subordinated non-cash pay debt securities by the Parent
                        in accordance with Clause 16.4(a)(v) (Control);

                (iii)   from the net proceeds of an issue by UK Bondco unsecured
                        high yield notes in an aggregate amount not exceeding
                        the amount which is necessary to repay all outstandings
                        under the CDC DDBs Documents in full, which high yield
                        notes are subordinated to, or rank pari passu with, the
                        High Yield Notes (and guaranteed only by the same
                        members of the Group who have provided guarantees under
                        the Senior Subordinated Finance Documents, such
                        guarantees to be subordinated where any guarantees given
                        by such members of the Group for existing Financial
                        Indebtedness are also subordinated) and which have a
                        scheduled maturity date no earlier than the scheduled
                        maturity date of the High Yield Notes and which are
                        otherwise issued on terms satisfactory to the Majority
                        Banks provided that no such issue of any high yield
                        notes may be made unless on the date of the proposed
                        issue, the quarterly consolidated management accounts
                        for the Group delivered in accordance with Clause
                        16.6(d) (Financial Statements) as at and for the end of
                        the Accounting Quarter most recently ended (or, if
                        available, the audited consolidated financial statements
                        of the Group for the relevant period (including that
                        Accounting Quarter)) demonstrate that the ratio of
                        Cashflow to Total Debt Service for the twelve month
                        period ending on the last day of that Accounting Quarter
                        is more than 1.20:1. For the purposes of this Clause
                        16.4(k)(iii) only, Total Debt Service shall be
                        calculated so that "Net Total Interest" includes (A) the
                        projected amount of interest payable on the proposed
                        high yield notes for the twelve month period commencing
                        after the issue date and (B) the transaction costs
                        incurred by the Group in connection with the issue of
                        such high yield notes; or

                (iv)    a redemption of the portion of CDC DDBs issued by the
                        Parent for the purposes of financing or re-financing
                        China Project Newco's investment in the China Project
                        (but not, for the avoidance of doubt, any CDC DDBs which
                        have been issued due to the occurrence of a Drawdown
                        Event) in accordance with the terms of the CDC DDBs
                        Documents (as in force on the Effective Date) provided
                        that such redemption may be funded only from the
                        proceeds of a disposal made by the Parent of its shares
                        in China Project Newco which is permitted under Clause
                        16.3(b) (Disposals) and that the total commitments of
                        the subscribers under the CDC DDBs Subscription
                        Agreement are increased immediately upon such redemption
                        occurring by an amount equal to the amount subscribed
                        and/or advanced in cash by the relevant CDC DDBs
                        Subscribers on the issue date of the CDC DDBs which have
                        been redeemed, such increase in commitments to be made
                        in accordance with the terms of the CDC DDBs
                        Subscription Agreement (as in force on the Effective
                        Date).

        (l)     CHINA PROJECT NEWCO: Notwithstanding any other provision of the
                Finance Documents, China Project Newco:-

                (i)     shall carry on business solely as a holding company of
                        the China Project and shall not carry on any other
                        business other than the holding of shares in the China
                        Project, the entry into and performance of transactions
                        in relation to the China Project contemplated by this
                        Agreement and the making and receiving of loans and
                        receipt of associated interest to the extent permitted
                        by Clause 16.3(k)(iii) (Joint Ventures);

                (ii)    shall not own any assets other than (A) shares in the
                        China Project and rights deriving therefrom and (B)
                        loans made to the China Project in accordance with
                        Clause


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<PAGE>

                        16.3(k)(iii) and monies received by it thereunder which
                        are permitted to be received by it under this Agreement
                        and the Intercreditor Agreement; and

                (iii)   shall not incur or agree to incur or permit to subsist
                        any Financial Indebtedness or grant or permit to subsist
                        any guarantee or Security Interest other than as
                        permitted by this Agreement.

16.5    ENVIRONMENTAL UNDERTAKINGS: No Obligor will, and each Obligor will
        procure that each of its Subsidiaries will:-

        (a)     comply with the terms and conditions of all Environmental
                Consents and all Environmental Laws applicable to it where
                failure so to do would have or be reasonably likely to have a
                Material Adverse Effect;

        (b)     promptly upon receipt of the same notify the Facility Agent of
                any claim, notice or other material communication served on it
                by any regulatory authority in respect of or if it becomes aware
                of:-

                (i)     any suspension, revocation or material variation of any
                        Environmental Consent applicable to it which has or is
                        reasonably likely to have a Material Adverse Effect; or

                (ii)    any breach of any Environmental Laws or any change in
                        Environmental Laws which has or is reasonably likely to
                        have a Material Adverse Effect; or

                (iii)   any material investment by any member of the Group
                        required to maintain, acquire or renew any Environmental
                        Consent required in connection with the Business; or

                (iv)    the issue of any enforcement or prohibition or similar
                        notice by a regulatory authority or receipt by any
                        member of the Group of any complaint, demand, civil
                        claim or enforcement proceeding which has or is
                        reasonably likely to have a Material Adverse Effect;

        (c)     use all reasonable endeavours (by employing the best available
                techniques not involving excessive cost) to prevent any
                circumstances occurring which could result in any person taking
                any action or making any claim against any member of the Group
                under any Environmental Laws where such action or claim would
                have or be reasonably likely to have a Material Adverse Effect.

16.6    INFORMATION AND ACCOUNTING UNDERTAKINGS:

        (a)     EVENTS OF DEFAULT: Each Obligor will, and will procure that each
                of its Subsidiaries will, promptly notify the Facility Agent of
                the occurrence of any Event of Default or Potential Event of
                Default and will from time to time on request deliver to the
                Facility Agent a certificate from one of its directors
                confirming that no Event of Default or Potential Event of
                Default has occurred and is continuing or setting out details of
                any Event of Default or Potential Event of Default and the
                action taken or proposed to be taken to remedy it.

        (b)     BOOKS OF ACCOUNT: Each Obligor will keep, and each Obligor will
                procure that each of its Subsidiaries will keep, proper books of
                account relating to its business and will permit the Facility
                Agent or any authorised representative of the Facility Agent
                upon reasonable notice and at reasonable times to visit it and
                each of its Subsidiaries and inspect the same at the place where
                they are maintained.

        (c)     APPOINTMENT OF AUDITORS: No Obligor will, and each Obligor will
                procure that none of its Subsidiaries will, appoint any auditors
                in respect of any consolidated accounts of the Group other than
                PriceWaterhouseCoopers, Ernst & Young, KPMG, Arthur Andersen or
                Deloitte & Touche or any amalgamation of the same or their
                successors.


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<PAGE>

        (d)     FINANCIAL STATEMENTS: The Parent will deliver to the Facility
                Agent for distribution to the Banks sufficient copies for each
                of the Banks of the following:-

                (i)     as soon as available and in any event within 120 days
                        after the end of each of its Financial Years, the
                        audited consolidated financial statements of the Group
                        for that Financial Year;

                (ii)    as soon as available and in any event within 45 days of
                        the end of each Accounting Quarter the quarterly
                        consolidated management accounts as at the end of and
                        for that Accounting Quarter;

                (iii)   as soon as available and in any event within 30 days of
                        the end of each month comprised in an Accounting Quarter
                        the monthly consolidated management accounts of the
                        Group as at the end of and for that month;

                (iv)    before the beginning of each of its Financial Years the
                        operating budget for such Financial Year; and

                (v)     as soon as available and in any event within 60 days of
                        the end of each Accounting Quarter ending in June in
                        each year, an update of the projections contained in the
                        most recent operating budget;

                such accounts, operating budget and update to the operating
                budget:-

                (vi)    in the case of audited annual financial statements, to
                        include a profit and loss account, balance sheet,
                        cashflow statement and directors and auditors report
                        thereon;

                (vii)   in the case of monthly and quarterly management
                        accounts, to include a profit and loss account, balance
                        sheet, cashflow statement and management commentary for
                        the Group, and (in the case of quarterly management
                        accounts) segmental reporting for the upstream business
                        and the downstream business of the Group, and to be in
                        such form as the Facility Agent (acting on the
                        instructions of the Majority Banks) may reasonably
                        require;

                (viii)  in the case of the Operating Budget and updates to the
                        Operating Budget to be in a format and with a level of
                        information reasonably satisfactory to the Facility
                        Agent (acting on the instructions of the Majority Banks)
                        and in any event to include a projected balance sheet,
                        projected cashflow statement, projected profit and loss
                        account and details of projected capital expenditure,

                and, in each case, (other than in the case of the monthly
                management accounts) to have been approved by the finance
                director of the Parent or such other director of the Parent
                acceptable to the Facility Agent.

        (e)     COMPLIANCE CERTIFICATES:

                (i)     Each of the annual financial statements and each of the
                        quarterly financial statements delivered under Clause
                        16.6(d) (Financial Statements) must be accompanied by a
                        certificate signed by the finance director of the Parent
                        (or other officer acceptable to the Facility Agent) and
                        another director of the Parent certifying whether or not
                        as at the date of the relevant accounts the Parent was
                        in compliance with the financial covenants contained in
                        Clause 16.7 (Financial Covenants) (such certificate to
                        contain reasonably detailed calculations acceptable to
                        the Facility Agent demonstrating such compliance),
                        confirming that as at that date no Event of Default or
                        Potential Event of Default had occurred or giving
                        details of any Event of Default or Potential Event of
                        Default which has occurred and the action taken or
                        proposed to be taken to remedy it and, in respect of the
                        certificate delivered with the annual financial
                        statements,


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                        confirming the amount of Excess Cash Flow (together with
                        a calculation of how that amount has been determined)
                        for the purpose of Clause 8.4 (Excess Cash Flow).

                (ii)    Each of the annual audited financial statements
                        delivered under Clause 16.6(d)(i) (Financial Statements)
                        must be accompanied by a confirmation from the Auditors
                        (in such form and with such content as the Facility
                        Agent may reasonably require) confirming that in the
                        opinion of the Auditors the numbers on which the
                        calculations of the Financial Covenants contained in
                        Clause 16.7 (Financial Covenants) and the amount of
                        Excess Cash Flow have been based have been properly
                        extracted from such annual audited financial statements
                        and that such Financial Covenants and the amount of
                        Excess Cash Flow have been calculated correctly.

        (f)     ACCOUNTING REFERENCE DATE: No alteration may be made to the
                Financial Year end of the Parent without the prior written
                consent of the Facility Agent acting on the instructions of the
                Majority Banks (in which event the Facility Agent may require
                such changes to the financial covenants and shall permit such
                changes to limits which are expressed to refer to a Financial
                Year contained in this Agreement as will, in each case, fairly
                reflect such change) and the Parent shall procure that the
                Financial Year end of each of its Subsidiaries shall be the same
                as its own.

        (g)     INVESTIGATIONS: If an Event of Default shall have occurred and
                be continuing or if the Majority Banks believe in good faith and
                on reasonable grounds that any financial statements or
                calculations provided by the Parent are inaccurate or incomplete
                in any material respect the Facility Agent (acting on the
                instructions of the Majority Banks) may (following consultation
                with the Parent as to the scope of the investigation and its
                cost):-

                (i)     instruct (or require the Parent to instruct) the
                        Auditors or other firm of accountants selected by the
                        Facility Agent to carry out an investigation into the
                        affairs of the Group and/or the financial performance of
                        the Group and/or the accounting and other reporting
                        procedures and standards of the Group; or

                (ii)    instigate such other investigations and commission such
                        other reports (including, without limitation, legal and
                        valuation reports) as the Facility Agent (acting on the
                        instructions of the Majority Banks) shall reasonably
                        require into the affairs of the Group,

                in each case, to the extent that the Facility Agent (acting
                reasonably) considers them to be relevant to that Event of
                Default or the circumstances giving rise to that Event of
                Default or establishing the accuracy of such financial
                statements. The expense of any such investigations or reports
                shall be borne by the Obligors.

        (h)     OTHER INFORMATION: Each Obligor will, and will procure that each
                of its Subsidiaries will, promptly deliver to the Facility Agent
                for distribution to the Banks:-

                (i)     details of any litigation, arbitration, administrative
                        or regulatory proceedings which, if resolved against it
                        or its Subsidiaries, would result or be reasonably
                        likely to (whether individually or together with any
                        such claims) result in the Group suffering an aggregate
                        loss in excess of Pound Sterling500,000 or which would
                        have or be reasonably likely to have a Material Adverse
                        Effect;

                (ii)    details of any labour dispute affecting it or any of its
                        Subsidiaries which has or is reasonably likely to have a
                        Material Adverse Effect;

                (iii)   at the same time as sent to the Parent's shareholders or
                        to such Obligor's creditors (as the case may be), any
                        other document or information sent to the Parent's
                        shareholders or to an Obligor's creditors as a class;


                                       71
<PAGE>

                (iv)    such other information relating to its financial
                        condition or operation, or those of its Subsidiaries, as
                        the Facility Agent (or any other Bank through the
                        Facility Agent) may from time to time reasonably
                        request;

                (v)     details of any breach of the terms of the Acquisition
                        Documents or any claim made by or against it under the
                        terms of the Acquisition Documents;

                (vi)    details of any breach of the Investor Documents and/or
                        the CDC DDBs Documents and/or the Senior Subordinated
                        Finance Documents by any party thereto of which it is
                        aware;

                (vii)   details of any member of the Group which becomes a
                        Material Group Company after the date of this Agreement;

                (viii)  details of any change in the structure of the Group from
                        that set out in the Structure Document; and

                (ix)    copies of any environmental reports received by the
                        Parent or any member of the Group which identify
                        significant environmental issues relating to the Group.

        (i)     COMPLETION ACCOUNTING PRINCIPLES: All financial statements of
                the Parent or any other member of the Group delivered or to be
                delivered to the Facility Agent under this Agreement shall be
                prepared in accordance with Completion Accounting Principles
                unless as a result of a change in accounting principles, such
                financial statements are required to be prepared on a different
                basis in which case:-

                (i)     the Parent shall promptly so advise the Facility Agent;

                (ii)    on request of the Facility Agent, the Parent and the
                        Facility Agent (on behalf of the Banks) shall negotiate
                        in good faith with a view to agreeing such amendments to
                        Clause 16.7 (Financial Covenants) and Clause 16.3(i)
                        (Leasing Arrangements) and/or the definitions of any or
                        all of the terms used therein as are necessary to give
                        the Banks comparable protection to that contemplated at
                        the date of this Agreement;

                (iii)   if amendments satisfactory to the Majority Banks are
                        agreed by the Parent and the Facility Agent in writing
                        within 30 days of such notification to the Facility
                        Agent, those amendments shall take effect in accordance
                        with the terms of that agreement; and

                (iv)    if such amendments are not so agreed within 30 days,
                        within 15 days after the end of that 30 day period, the
                        Parent shall either:-

                        (1)     deliver to the Facility Agent, in reasonable
                                detail and in a form satisfactory to the
                                Facility Agent, details of all such adjustments
                                as need to be made to the relevant financial
                                statements in order to bring them into line with
                                Completion Accounting Principles; or

                        (2)     ensure that the relevant financial statements
                                are prepared in accordance with Completion
                                Accounting Principles.

        (j)     ERISA REPORTING REQUIREMENTS: Each Obligor will:-

                (i)     ERISA EVENTS AND ERISA REPORTS: (A) promptly and in any
                        event within 20 Business Days after any Obligor or any
                        ERISA Affiliate knows or has reason to know that any
                        ERISA Event that could reasonably be expected to result
                        in a material liability of any Obligor or any ERISA
                        Affiliate has occurred, deliver to the Facility Agent a
                        statement of the finance director of the Parent
                        describing such ERISA Event


                                       72
<PAGE>
                and the action, if any, that such Obligor or such ERISA
                Affiliate has taken and proposes to take with respect thereto
                and (B) on the date any records, documents or other information
                must be furnished to the PBGC with respect to any Plan pursuant
                to Section 4010 of ERISA, a copy of such records, documents and
                information;

        (ii)    PLAN TERMINATIONS: promptly and in any event within 3 Business
                Days after receipt thereof by any Obligor or any ERISA
                Affiliate, copies of each notice from the PBGC stating its
                intention to terminate any Plan or to have a trustee appointed
                to administer any Plan;

        (iii)   PLAN ANNUAL REPORTS: promptly upon request of the Facility
                Agent, copies of the most recent Schedule B (Actuarial
                Information) to the annual report (Form 5500 Series) with
                respect to each Plan;

        (iv)    MULTIEMPLOYER PLAN NOTICES: promptly and in any event within 20
                Business Days after receipt thereof by any Obligor or any ERISA
                Affiliate from the sponsor of a Multiemployer Plan, copies of
                each notice concerning:-

                        (A)     the imposition of Withdrawal Liability by any
                                such Multiemployer Plan;

                        (B)     the reorganization or termination, within the
                                meaning of Title IV of ERISA, of any such
                                Multiemployer Plan; or

                        (C)     the amount of liability incurred, or that may be
                                incurred, by such Obligor or any ERISA Affiliate
                                in connection with any event described in
                                Clauses 16.6(j)(iv)(A) or (B) above.

16.7    FINANCIAL COVENANTS: The Parent undertakes that it will procure that:-

        (a)     INTEREST COVER: The ratio of EBITDA to Net Total Interest shall
                not, in respect of the relevant testing period specified in
                Clause 16.8(a) (Calculation) ending on each of the dates
                specified in Column A below, be less than the ratio specified
                opposite that date in Column B below:-



                 COLUMN A                                       COLUMN B

             31 December 2002                                    2.75:1
              31 March 2003                                      2.75:1
               30 June 2003                                      3.00:1
            30 September 2003                                    3.40:1
             31 December 2003                                    3.50:1
              31 March 2004                                      3.50:1
               30 June 2004                                      3.50:1
            30 September 2004                                    3.50:1
             31 December 2004                                    3.50:1
    and on each 31 March, 30 June, 30
   September and 31 December thereafter                          3.50:1



        (b)     CASHFLOW/TOTAL DEBT SERVICE: The ratio of Cashflow to Total Debt
                Service shall not, in respect of the relevant testing period
                specified in Clause 16.8(a) (Calculation) ending on each


                                       73
<PAGE>


                of the dates specified in Column A below, be less than the ratio
                specified opposite that date in Column B below:

                    COLUMN A                                       COLUMN B

                31 December 2000                                    1.00:1
                 31 March 2001                                      1.00:1
                  30 June 2001                                      1.00:1
               30 September 2001                                    1.00:1
                31 December 2001                                    1.00:1
                 31 March 2002                                      1.00:1
                  30 June 2002                                      1.00:1
               30 September 2002                                    1.00:1
                31 December 2002                                    1.00:1
                 31 March 2003                                      1.00:1
                  30 June 2003                                      1.00:1
               30 September 2003                                    1.00:1
                31 December 2003                                    1.00:1
       and on each 31 March, 30 June, 30
      September and 31 December thereafter


        (c)     LEVERAGE: The ratio of Total Debt on each date specified in
                Column A below to EBITDA for the testing period specified in
                Clause 16.8(a) (Calculations) ending on such date shall not be
                greater than the ratio specified opposite that date in Column B
                below:-

                   COLUMN A                                       COLUMN B

               31 December 2002                                    5.00:1
                31 March 2003                                      4.75:1
                 30 June 2003                                      4.25:1
              30 September 2003                                    3.75:1
               31 December 2003                                    3.25:1
                31 March 2004                                      2.75:1
                 30 June 2004                                      2.50:1
              30 September 2004                                    2.50:1
               31 December 2004                                    2.50:1
      and on each 31 March, 30 June, 30
     September and 31 December thereafter                          2.50:1



                                       74
<PAGE>


        (d)     CASHFLOW: Cashflow shall not, in respect of the relevant testing
                period specified in Clause 16.8(a) (Calculation) ending on each
                of the dates specified in Column A below, be less than the
                amount specified in Column B below (or its equivalent in other
                currencies):

                COLUMN A                                        COLUMN B

                                                            (POUND STERLING)

             31 December 2002                                  20,000,000
              31 March 2003                                    20,000,000
               30 June 2003                                    35,000,000
            30 September 2003                                  45,000,000



        (e)     CAPITAL EXPENDITURE: Adjusted Capital Expenditure for the Group
                in each of its Financial Years or period specified in Column A
                below will not exceed the amount specified opposite that
                Financial Year or period (as the case may be) in Column B below
                (or its equivalent in other currencies):

                       COLUMN A                                 COLUMN B

                                                            (POUND STERLING)
          Completion Date - 31 December 1999                    6,600,000
             Year ended 31 December 2000                       31,000,000
             Year ended 31 December 2001                       27,600,000
             Year ended 31 December 2002                       30,000,000
             Year ended 31 December 2003                       31,500,000
             Year ended 31 December 2004                       31,500,000
             Year ended 31 December 2005                       31,500,000
             Year ended 31 December 2006                       31,500,000
             Year ended 31 December 2007                       31,500,000
          1 January 2008 - 30 September 2008                   23,600,000



                provided that in the event that not all Adjusted Capital
                Expenditure specified in Column B above for a Financial Year of
                the Group shall be made, (i) an amount equal to 75% of the
                amount of Adjusted Capital Expenditure which has not been made
                in that Financial Year or, if less, an amount equal to Pound
                Sterling10,000,000 may be made in the immediately following
                Financial Year of the Group (but not any subsequent Financial
                Year) in addition to the Adjusted Capital Expenditure which
                would otherwise be permitted for that Financial Year as
                specified in Column B above for that Financial Year (and for
                this purpose any Adjusted Capital Expenditure carried forward to
                the following Financial Year shall be deemed to be used after
                the permitted Adjusted Capital Expenditure for that Financial
                Year) and (ii) an amount up to Pound Sterling12,000,000 of the
                Adjusted Capital Expenditure which has not been made in the
                Financial Year ended 31 December 2000 may be made in any of the
                Financial Years ended 31 December 2001, 31 December 2002 and 31
                December 2003 in addition to the Adjusted Capital Expenditure
                which would otherwise be permitted for that Financial Year as
                specified




                                       75
<PAGE>

                in Column B above for that Financial Year, for the purpose of
                financing a HCN facility, for the Group's European operations,
                at Seal Sands or a comparable site with a similar costing
                structure.

16.8    CALCULATION:

        (a)     The covenants contained in Clauses 16.7(a) (Interest Cover),
                16.7(b) (Cashflow/Total Debt Service), 16.7(c) (Leverage) and
                16.7(d) (Minimum Cashflow) will be tested on a rolling aggregate
                basis for the immediately preceding twelve months ending on each
                of the dates specified in the relevant Column A, provided that
                in respect of any covenant testing date falling less than 12
                months after the Completion Date Net Total Interest shall be
                calculated by multiplying Net Total Interest for the period from
                the Completion Date up to and including the relevant covenant
                testing date (the "Calculation Period") by A/B, where A = 12 and
                B = the number of months in the relevant Calculation Period.

        (b)     The covenants contained in Clause 16.7 (Financial Covenants)
                will be tested by reference to the accounts delivered to the
                Facility Agent under Clause 16.6(d)(ii) (Financial Statements)
                for the relevant Accounting Quarter unless in any such case the
                audited accounts required to be delivered to the Facility Agent
                pursuant to Clause 16.6(d)(i) (Financial Statements) for the
                relevant period or any part thereof are available on the
                relevant date on which any such covenant is tested, in which
                case such audited accounts shall be used instead.

        (c)     If the audited accounts are not available when the covenant is
                tested but when such audited accounts become available the
                audited accounts demonstrate that the figures in any relevant
                quarterly accounts utilised for any such calculation cannot have
                been substantially accurate then the Facility Agent shall
                require such adjustment to the calculations to be made as it, in
                good faith, considers appropriate to rectify such inaccuracy and
                compliance with the covenants in Clause 16.7 (Financial
                Covenants) will be determined by reference to such adjusted
                figures.

        (d)     For the purposes of calculating compliance with the covenants in
                Clause 16.7 (Covenants):

                (i)     all Financial Indebtedness incurred by any member of the
                        Group in connection with China Project Newco and the
                        China Project (including Financial Indebtedness incurred
                        by the Parent under the CDC DDBs Documents) and all
                        interest, costs and expenses associated therewith shall
                        not be included; and

                (ii)    China Project Newco and the China Project shall not be
                        included as members of the Group,

                and the relevant definitions in Clause 16.9 (Financial
                Definitions) shall be construed accordingly.

        (e)     The components of each definition used in Clause 16.7 will be
                calculated in accordance with Completion Accounting Principles.

16.9    FINANCIAL DEFINITIONS: In this Agreement, unless the context requires
        otherwise, the following expressions shall have the following meanings,
        and each of the expressions shall refer to the position of the Group on
        a consolidated basis, unless the context otherwise requires:-

        "ACQUISITION GOODWILL" means goodwill arising on consolidation as a
        result of the Acquisition;

        "ADJUSTED CAPITAL EXPENDITURE" means, in respect of any Capex Period,
        the aggregate (without double-counting) of:

        (a)     Capital Expenditure of the Group;


                                       76
<PAGE>


        (b)     the total cost of any Permitted Joint Venture (which, for this
                purpose, shall be the aggregate of the amounts specified in
                paragraph (b) of the definition of Permitted Joint Venture in
                Clause 1.1 (Definitions)); and

        (c)     the total cost of any acquisition made in accordance with
                Clauses 16.3(l)(8) and 16.3(l)(5) (Acquisitions and Investments)
                (which, for this purpose, shall be the aggregate of the amounts
                specified in sub-paragraphs (A) and (B) thereof in respect of
                the relevant acquisition)

         provided that

        (i)     costs and expenditure incurred by a member of the Group in
                connection with the China Project (including, without
                limitation, the cost of acquiring any ownership interest in the
                China Project); and

        (ii)    from and including the Accounting Quarter ending 31 March 2004,
                costs and expenditure incurred by members of the Group in
                respect of its monomer production facilities (as described and
                forecast in the Group's business plan dated 8 November 2002 and
                being costs and expenditure previously charged to revenue in the
                Group's consolidated profit and loss account) which are required
                to be capitalised in accordance with FRS 12,

        shall not be included when calculating "Adjusted Capital Expenditure"
        for the relevant Capex Periods;

        "CAPITAL EXPENDITURE" means expenditure of the Group which should be
        treated as capital expenditure in accordance with Completion Accounting
        Principles;

        "CASHFLOW" means, in respect of the relevant testing period, EBITDA for
        that period:-

        (a)     minus any tax paid in cash during that period and net of any tax
                rebate actually received;

        (b)     minus all Adjusted Capital Expenditure paid by members of the
                Group during that period and for this purpose to the extent that
                any Adjusted Capital Expenditure is financed by finance lease,
                hire purchase or similar arrangement the amount included in
                Adjusted Capital Expenditure shall be the amount which would
                have been included had such Adjusted Capital Expenditure not
                been so financed but after including the principal amount
                financed under such financing arrangement as a cash inflow;

        (c)     plus any extraordinary or exceptional items received in cash
                during that period;

        (d)     minus any extraordinary or exceptional items paid in cash during
                that period;

        (e)     minus the amount of the increase or plus the amount of the
                decrease (as the case may be) in Working Capital during that
                period;

        (f)     plus the amount of any dividends or other profit distributions
                (net of tax) received in cash by any member of the Group during
                that period from companies which are not members of the Group;

        (g)     plus, to the extent not already included in EBITDA or as an
                exceptional item (i) any Net Proceeds arising on the disposal of
                any asset (not being disposals in the ordinary course of
                trading) and (ii) any amounts applied in prepayment of Advances
                or provision of cash cover in accordance with Clauses 8.3(b) or
                8.3(c);

        (h)     less (to the extent already included) (i) the amount of any Net
                Proceeds arising on the disposal of any asset (not being
                disposals in the ordinary course of trading) which are applied
                in prepayment of the Advances or provision of cash cover in
                accordance with Clause 8.3 (Mandatory Prepayments from Receipts)
                and (ii) any amounts applied in prepayment of Advances or
                provision of cash cover in accordance with Clauses 8.3(b) or
                8.3(c);


                                       77
<PAGE>

        (i)     plus (to the extent not already included) any amount of
                additional available cash resulting from the release of pension
                surpluses;

        provided that for the purposes of the definition of Excess Cash Flow
        there shall be excluded from Cashflow any portion of the Net Proceeds of
        the disposal of any asset not required to be applied in prepayment in
        accordance with Clause 8.3(a) (Mandatory Prepayments from Receipts) and
        provided that, for the purposes of Clause 16.7(b), in respect of the
        covenant testing dates falling on 31 December 2000, 31 March 2001, 30
        June 2001 and 30 September 2001 the definition of Cashflow shall be
        amended by replacing paragraph (c) with the following paragraph:-

        "(c)    minus the amount of Maintenance Capital Expenditure paid by
                members of the Group during that period"

        and provided further that for the purposes of calculating the financial
        covenant ratios in Clause 16.7(b) (Cashflow/Total Debt Service) for the
        testing periods up to and including 31 December 2003, an amount (the
        "CDC DDBS AVAILABLE AMOUNT") equal to the total amount then available
        for subscription of CDC DDBs under the CDC DDBs Documents (less Pound
        Sterling12,000,000) shall be added to EBITDA (to the extent not already
        included) for the relevant testing period provided that, prior to a
        disposal in accordance with Clause 16.3(b)(xiii) (Disposals) and a
        consequent increase in the commitments of the CDC DDBs Subscribers to
        subscribe for CDC DDBs in accordance with Clause 16.4(k)(iv) (CDC DDBs),
        the CDC DDBs Available Amount shall not exceed Pound Sterling28,000,000
        at any time;

        "EBITDA" means, in respect of the relevant testing period, the
        consolidated profit on ordinary activities of the Group for such
        period:-

        (a)     before any deduction of corporation tax or other taxes on income
                or gains;

        (b)     before any deduction for Interest Payable;

        (c)     after deducting (to the extent included) Interest Receivable;

        (d)     excluding extraordinary or exceptional items and redundancy
                costs;

        (e)     after deducting (to the extent otherwise included) any gain over
                book value arising in favour of a member of the Group on the
                disposal of any asset (not being any disposals made in the
                ordinary course of trading) during such period and any gain
                arising on any revaluation of any asset during such period;

        (f)     after adding back (to the extent otherwise deducted) any loss
                against book value incurred by a member of the Group on the
                disposal of any asset (not being any disposals made in the
                ordinary course of trading) during such period and any loss
                arising on any revaluation of any asset during such period;

        (g)     adding back Transaction Costs to the extent charged;

        (h)     excluding any currency gain or loss added or charged to
                operating expenses resulting from the retranslation of the
                amount of the Facilities and set out in the relevant financial
                statements;

        (i)     after adding back depreciation and amortisation of goodwill
                (including Acquisition Goodwill) or intangible assets (including
                intellectual property and non-compete covenants) during that
                period, to the extent deducted; and

        (j)     up to and including the Accounting Quarter ending 31 December
                2003 only, adding back (to the extent otherwise deducted) an
                amount equal to the aggregate amount subscribed and/or advanced
                in cash by CDC DDBs Subscribers by way of subscription for CDC
                DDBs


                                       78
<PAGE>



                (excluding any amounts subscribed and/or advanced in cash by CDC
                DDBs Subscribers by way of subscription for CDC DDBs issued for
                the purposes of financing or refinancing the investment of
                members of the Group in the China Project);

        "INTEREST" means interest and amounts in the nature of interest paid or
        payable in respect of any Financial Indebtedness of any member of the
        Group excluding any interest paid or payable on Financial Indebtedness
        between any member of the Group and any other member of the Group but
        including, without limitation:-

        (a)     the interest element of finance leases;

        (b)     discount and acceptance fees payable (or deducted) in respect of
                any Financial Indebtedness;

        (c)     fees payable in connection with the issue or maintenance of any
                bond, letter of credit, guarantee or other assurance against
                financial loss which constitutes Financial Indebtedness and is
                issued by a third party on behalf of a member of the Group;

        (d)     repayment and prepayment premiums payable or incurred in
                repaying or prepaying any Financial Indebtedness; and

        (e)     periodic commitment, utilisation and non-utilisation fees
                payable or incurred in respect of Financial Indebtedness;

        "INTEREST PAYABLE" means, in respect of the relevant testing period, the
        aggregate of:

        (a)     Interest accrued (whether or not paid or capitalised but
                excluding interest which is capitalised on the Bridge
                Facilities) during that testing period;

        (b)     the amount of the discount element of any Financial Indebtedness
                amortised during such period (excluding, for the avoidance of
                doubt, the upfront fees payable in connection with the High
                Yield Notes or the Bridge Facilities);

        (c)     in each case, as an obligation of any member of the Group during
                that period and calculated on the basis that:-

                (i)     the amount of Interest accrued will be increased by an
                        amount equal to any amount payable by members of the
                        Group under hedging agreements (entered into for
                        interest rate protection) in relation to that testing
                        period;

                (ii)    the amount of Interest accrued will be reduced by an
                        amount equal to any amount payable to members of the
                        Group under hedging agreements (entered into for
                        interest rate protection) in relation to that testing
                        period;

                (iii)   amortisation of Transaction Costs, to the extent
                        amortised or written off, will be excluded;

                (iv)    the discounted element of the CDC DDBs will be excluded;
                        and

                (v)     any currency gain or loss added or charged to Interest
                        Payable resulting from the retranslation of the amount
                        of the Facilities and set out in the relevant financial
                        statements shall be excluded;

        "INTEREST RECEIVABLE" means, in respect of the relevant testing period,
        the amount of interest (which for this purpose shall include all
        payments of the type described in the definition of Interest above)
        accrued due to members of the Group (other than by other members of the
        Group) during such period whether or not paid excluding any currency
        gain or loss added or charged to Interest Receivable




                                       79
<PAGE>


        resulting from the retranslation of the amount of the Facilities and set
        out in the relevant financial statements;

        "MAINTENANCE CAPITAL EXPENDITURE" means, in respect of the relevant
        testing period, the amount of Capital Expenditure incurred in respect of
        maintenance which, for the purposes of the definition of Cashflow, shall
        be deemed to be Pound Sterling12,500,000 in respect of the covenant
        testing date falling on 31 December 2000, Pound Sterling15,000,000 in
        respect of the covenant testing date following on 31 March 2001, Pound
        Sterling15,000,000 in respect of the covenant testing date falling on 30
        June 2001 and Pound Sterling20,000,000 in respect of the covenant
        testing date falling on 30 September 2001;

        "NET TOTAL INTEREST" means, in respect of the relevant testing period,
        the amount of Interest Payable during that period less Interest
        Receivable during that period;

        "TOTAL DEBT" means, at any time, the aggregate outstanding principal or
        capital amount of all Financial Indebtedness of the Group calculated on
        a consolidated basis excluding any Financial Indebtedness between any
        member of the Group and any other member of the Group and the CDC DDBs
        less:

                (i)     cash at hand and cash deposited with any Bank; and

                (ii)    Cash Equivalents,

         provided that:

        (a)     in the case of finance leases referred to in the definition of
                Financial Indebtedness, only the capitalised value of any items
                falling thereunder as determined in accordance with Completion
                Accounting Principles shall be included;

        (b)     in the case of guarantees referred to in the definition of
                Financial Indebtedness, any items falling thereunder shall not
                be included to the extent relating to indebtedness of another
                member of the Group already included in this calculation;

        "TOTAL DEBT SERVICE" means, in respect of the relevant testing period,
        the aggregate of:-

        (a)     Net Total Interest for that period;

        (b)     all scheduled repayments of the Facilities falling due during
                that period (excluding any voluntary or mandatory prepayments);

        (c)     all scheduled repayments and prepayments (whether voluntary or
                mandatory) of principal under the terms of any other Financial
                Indebtedness of any member of the Group (excluding any Financial
                Indebtedness between any member of the Group and any other
                member of the Group and the CDC DDBs) falling due during that
                period:-

                (i)     including, without limitation, all capital payments
                        falling due in respect of any Financial Indebtedness
                        falling within paragraph (g) (Finance Leases) of the
                        definition of that term; and

                (ii)    excluding any repayment or prepayment of any overdraft
                        or revolving credit facility (including, without
                        limitation, the Revolving Advances) falling due during
                        that period and capable of being simultaneously redrawn
                        under the terms of the relevant facility; and

                (iii)   excluding any repayment or prepayment of the Bridge
                        Facilities in accordance with the Intercreditor
                        Agreement.



                                       80
<PAGE>


        "WORKING CAPITAL" means trade and other debtors in respect of operating
        items plus prepayments and stock less trade and other creditors in
        respect of operating items and less accrued expenses and accrued costs
        (excluding liabilities for taxes on profits or gains or deferred
        taxation.)

17      EVENTS OF DEFAULT

17.1     EVENTS OF DEFAULT: Save as provided in Clause 17.5, each of the events
         set out in this Clause 17.1 (Events of Default) constitutes an Event of
         Default whether or not the occurrence of the event concerned is outside
         the control of the Parent or any other member of the Group.

        (a)     PAYMENT DEFAULT: Any Obligor fails to pay on the due date any
                amount payable by it under any of the Senior Finance Documents
                at the place and in the currency at or in which it is expressed
                to be payable unless the Facility Agent is satisfied that such
                non-payment is due solely to administrative or technical delays
                in the transmission of funds and payment is made within three
                Business Days of its due date.

        (b)     BREACH OF OTHER OBLIGATIONS:

                (i)     Any Obligor fails to comply with any of its obligations
                        in Clause 16.3(d) (Negative Pledge), Clause 16.4(f)
                        (Structural Subordination), Clause 16.4(g)(UK BondCo),
                        Clause 16.4(j) (Redemption or Purchase of High Yield
                        Notes/Bridge Facilities) and Clause 16.4(k) (CDC DDBs).

                (ii)    The Parent fails to comply with its obligations under
                        Clauses 16.7(a), (b), (c), (d) or (e) (Financial
                        Covenants).

                (iii)   Any Obligor fails to observe or perform any of its
                        obligations or undertakings under any of the Senior
                        Finance Documents (other than those specified in Clause
                        17.1(a) (Payment Default) or Clause 17.1(b)(i) or (ii)
                        (Breach of other Obligations)) and, if such failure is
                        capable of remedy, it is not remedied within 20 Business
                        Days of such Obligor becoming aware of the relevant
                        matter and that it constitutes a default.

        (c)     MISREPRESENTATION: Any representation, warranty or written
                statement which is made by any Obligor in any of the Senior
                Finance Documents or is contained in any certificate, statement
                or notice provided under or pursuant to any of the Senior
                Finance Documents proves to be incorrect in any respect when
                made (or when repeated or deemed to be repeated) unless the
                circumstances giving rise to that default are capable of remedy
                and are remedied within 20 Business Days of such Obligor
                becoming aware of the relevant matter and that it constitutes a
                default.

        (d)     INVALIDITY AND UNLAWFULNESS:

                (i)     Any provision of any Senior Finance Document is or
                        becomes invalid or (subject to reservations)
                        unenforceable for any reason or shall be repudiated or
                        the validity or enforceability of any provision of any
                        Senior Finance Document shall at any time be contested
                        by any party thereto (other than a Senior Finance
                        Party).

                (ii)    At any time it is or becomes unlawful for any Obligor to
                        perform any of its obligations under any of the Senior
                        Finance Documents in circumstances or to an extent which
                        the Majority Banks consider to be materially prejudicial
                        to the interests of any Senior Finance Party under the
                        Senior Finance Documents.

                (iii)   At any time any act, condition or thing required to be
                        done, fulfilled or performed in order (A) to enable any
                        Obligor lawfully to enter into, exercise its rights
                        under or perform the obligations expressed to be assumed
                        by it under any of the Senior Finance Documents to which
                        it is party, (B) to ensure that the obligations
                        expressed to be assumed by any Obligor under any Senior
                        Finance Document to which it is



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                        party are legal, valid and binding (C) to make each
                        Senior Finance Document admissible in evidence in the
                        English courts and (D) to create the security
                        constituted by the Security Documents to which any
                        Obligor is party, is not done, fulfilled or performed.

        (e)     CROSS DEFAULT: Any Financial Indebtedness of a member or members
                of the Group (other than the China Project) in excess of Pound
                Sterling1,500,000 or its equivalent in other currencies in
                aggregate:-

                (i)     is not paid when due or within any applicable grace
                        period in any agreement relating to that Financial
                        Indebtedness; or

                (ii)    becomes due and payable (or capable of being declared
                        due and payable) before its normal maturity or is placed
                        upon demand (or any commitment for any such indebtedness
                        is cancelled or suspended) by reason of a default or
                        event of default however described.

        (f)     INSOLVENCY: Any Material Group Company stops or suspends or
                threatens or announces an intention to stop or suspend payment
                of its debts or shall admit its inability to pay its debts as
                they fall due or shall for the purpose of any applicable law be
                or be deemed to be unable to pay its debts or shall otherwise be
                or be deemed to be insolvent or a moratorium is declared in
                respect of indebtedness of any Material Group Company.

        (g)     RECEIVERSHIP AND ADMINISTRATION:

                (i)     Any encumbrancer takes possession of, or a receiver or
                        administrator or similar officer is appointed over or in
                        respect of all or any part of the business or assets of
                        any Material Group Company; or

                (ii)    A petition is presented or meeting convened or
                        application made for the purpose of appointing an
                        administrator or receiver or other similar officer of,
                        or for the making of an administration order in respect
                        of, any Material Group Company and:-

                        (1)     (other than in the case of a petition to appoint
                                an administrator) such petition or application
                                is not discharged within 14 days; or

                        (2)     in the case of a petition to appoint an
                                administrator, the Facility Agent is satisfied
                                that it will be discharged before it is heard.

        (h)     COMPOSITIONS AND ARRANGEMENTS:

                (i)     Any Material Group Company convenes a meeting of its
                        creditors generally or proposes or makes any arrangement
                        or composition with, or any assignment for the benefit
                        of, its creditors generally.

                (ii)    Any Material Group Company enters into any negotiations
                        for or in connection with the re-scheduling,
                        restructuring or readjustment of any Financial
                        Indebtedness by reason of, or with a view to avoiding,
                        financial difficulties.

        (i)     WINDING-UP: (Other than in connection with a solvent
                re-organisation the terms of which have been approved in advance
                by the Majority Banks) any meeting of any Material Group Company
                is convened for the purpose of considering any resolution for
                (or to petition for) its winding up or any Material Group
                Company passes such a resolution or a petition is presented for
                the winding-up of a Material Group Company (other than a
                frivolous or vexatious petition discharged within 14 days of
                being presented or any other petition which is contested on bona
                fide grounds and discharged prior to it being advertised) or an
                order is made for the winding-up of any Material Group Company.



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        (j)     SUSPENSION OF PAYMENTS: Any other order is made or resolution
                passed or other action taken for the suspension of payments,
                protection from creditors or bankruptcy of a Material Group
                Company.

        (k)     SIMILAR EVENTS ELSEWHERE: There occurs in relation to a Material
                Group Company or any of its assets in any country or territory
                in which it is incorporated or carries on business or to the
                jurisdiction of whose courts it or any of its assets is subject
                any event which the Facility Agent reasonably consider to
                correspond in that country or territory with any of those
                mentioned in Clauses 17.1(f) (Insolvency) to 17.1(j) (Suspension
                of Payments) (inclusive).

        (l)     ATTACHMENT OR PROCESS: A creditor attaches or takes possession
                of, or a distress, execution, sequestration or other process is
                levied or enforced upon or sued out against any of the asset, of
                a Material Group Company and is not discharged within 14 days.

        (m)     SECURITY ENFORCEABLE: Any Security Interest granted by any
                member of the Group (other than the China Project) becomes
                enforceable and steps are taken to enforce the same which are
                not withdrawn or stayed within 14 days.

        (n)     CESSATION OF BUSINESS: A Material Group Company ceases, or
                threatens or proposes to cease, to carry on all or a substantial
                part of its business.

        (o)     COMPULSORY ACQUISITION: All or part of the assets of a Material
                Group Company are seized, nationalised, expropriated or
                compulsorily acquired by, or by the order of, any agency of any
                state.

        (p)     LITIGATION: Any litigation, arbitration, or administrative or
                regulatory proceeding is commenced by or against a member of the
                Group which could reasonably be expected to be adversely
                determined against the relevant member of the Group and, if so
                determined, (whether by itself or together with any related
                claims) could reasonably be expected to have a Material Adverse
                Effect.

        (q)     AUDITOR'S QUALIFICATION: The Auditors qualify their report on
                the audited consolidated financial statements of the Parent in
                any manner which is, in the reasonable opinion of the Majority
                Banks, materially adverse in the context of the Finance
                Documents.

        (r)     INTERCREDITOR/CONSTITUTIONAL DOCUMENTS:

                (i)     Any party to the Intercreditor Agreement (other than the
                        Senior Finance Parties) fails to comply with its
                        obligations thereunder or the Intercreditor Agreement
                        ceases to be binding upon any such party for whatever
                        reason and, as a result, the position of the Senior
                        Finance Parties under the Senior Finance Documents is
                        materially prejudiced; or

                (ii)    the Constitutional Documents are amended or varied in a
                        manner which is not permitted under Clause 16.4(b)
                        (Investor Documents) (regardless for these purposes of
                        whether or not the undertaking contained in that Clause
                        in relation to the Constitutional Documents is legally
                        enforceable).

        (s)     CHANGE OF CONTROL: Any Obligor (other than the Parent) ceases to
                be a wholly-owned subsidiary of the Parent.

        (t)     MATERIAL ADVERSE CHANGE: At any time there occurs an event which
                has or is reasonably likely to have a Material Adverse Effect.

        (u)     ERISA EVENTS OF DEFAULT:

                (i)     Any ERISA Event shall have occurred with respect to a
                        Plan, the sum (determined as of the date of occurrence
                        of such ERISA Event) of the Insufficiency of such Plan
                        and


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                        the Insufficiency of any and all other Plans with
                        respect to which an ERISA Event shall have occurred and
                        then exist (or the liability of the Obligors and the
                        ERISA Affiliates related to such ERISA Event) exceeds
                        Pound Sterling1,500,000, and it is reasonably likely
                        that any Obligor or ERISA Affiliate will incur such
                        liability, taking into account for purposes of
                        determining such likelihood the probability that such
                        liability would be avoided through reduction or
                        elimination of the Insufficiency by, for example and
                        without limitation, an equity injection or the use of
                        uncommitted cashflow.

                (ii)    Any Obligor or any ERISA Affiliate shall have been
                        notified by the sponsor of a Multiemployer Plan that it
                        has incurred Withdrawal Liability to such Multiemployer
                        Plan in an amount that, when aggregated with all other
                        amounts required to be paid to Multiemployer Plans by
                        the Obligors and the ERISA Affiliates as Withdrawal
                        Liability (determined as of the date of such
                        notification), exceeds Pound Sterling1,500,000 or
                        requires payments exceeding Pound Sterling375,000 per
                        annum.

                (iii)   Any Obligor or any ERISA Affiliate shall have been
                        notified by the sponsor of a Multiemployer Plan that
                        such Multiemployer Plan is in reorganization or is being
                        terminated, within the meaning of Title IV of ERISA, and
                        as a result of such reorganization or termination the
                        aggregate annual contributions of the Obligors and the
                        ERISA Affiliates to all Multiemployer Plans that are
                        then in reorganization or being terminated have been or
                        will be increased over the amounts contributed to such
                        Multiemployer Plans for the plan years of such
                        Multiemployer Plans immediately preceding the plan year
                        in which such reorganization or termination occurs by an
                        amount exceeding Pound Sterling375,000;

        (v)     SENIOR SUBORDINATED DEBT: By 31 October 1999, the Bridge Finance
                Parties have not loaned in full in cash an amount of not less
                than the US Dollar Equivalent of Pound Sterling116,400,000
                pursuant to the terms of the Bridge Finance Documents, and UK
                BondCo has not lent an amount of not less than the US Dollar
                Equivalent of Pound Sterling116,400,000 to UK Finco pursuant to
                the Finco/Bondco Loan Agreement and UK Finco has not lent an
                amount of not less than the US Dollar Equivalent of Pound
                Sterling116,400,000 pursuant to the Inter-Company Loan
                Agreements and the proceeds of such loans have not been applied
                immediately in payment of part of the consideration to the
                Vendor pursuant to the terms of the Acquisition Agreement.

        (w)     CDC DDBS DOCUMENTS:

                (i)     any of the parties to the CDC DDBs Documents (other than
                        the Senior Finance Parties) fails to perform or comply
                        with any of its obligations thereunder or cancels its
                        commitments thereunder; or

                (ii)    any CDC DDBs Document ceases to be binding upon any
                        party to the CDC DDBs Documents (other than the Senior
                        Finance Parties) for any reason or at any time it is or
                        becomes unlawful for any such party to perform any of
                        its obligations or maintain or increase its commitments
                        or participations under any CDC DDBs Document, in each
                        case in circumstances or to an extent which the Majority
                        Banks consider to be materially prejudicial to the
                        interests of the Senior Finance Parties under the Senior
                        Finance Documents.

17.2    CANCELLATION AND REPAYMENT: At any time after the occurrence of an Event
        of Default (and whilst the same is continuing) the Facility Agent may,
        and will if so directed by the Majority Banks, by written notice to the
        Parent do all or any of the following in addition and without prejudice
        to any other rights or remedies which it or any other Senior Finance
        Party may have under this Agreement or any of the other Senior Finance
        Documents:-

        (a)     terminate the availability of the Facilities whereupon the
                Facilities shall cease to be available for drawing, the undrawn
                portion of the Commitments of each of the Banks shall be
                cancelled and no Bank shall be under any further obligation to
                make Advances under this Agreement


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<PAGE>

                and no further Letters of Credit or Bank Guarantees may be
                requested under this Agreement; and/or

        (b)     declare all or any of the Advances, accrued interest thereon and
                any other sum then payable under this Agreement and any of the
                other Senior Finance Documents to be immediately due and
                payable, whereupon such amounts shall become so due and payable;
                and/or

        (c)     declare all or any of the Advances to be payable on demand
                whereupon the same shall become payable on demand; and/or

        (d)     require the provision of cash cover whereupon each Borrower
                shall immediately provide cash cover in an amount equal to the
                total Contingent Liability of the Banks under all Letters of
                Credit and Bank Guarantees issued under this Agreement for its
                account.

17.3    ANCILLARY FACILITIES: On the occurrence of an Event of Default and
        whilst the same is continuing, an Ancillary Bank may (but prior to
        notice being served under Clause 17.2 (Cancellation and Repayment) only
        if so instructed by the Facility Agent on the instructions of the
        Majority Banks) and shall if so instructed by the Majority Banks:

        (a)     terminate the availability of the Ancillary Facilities,
                whereupon the Ancillary Facilities shall cease to be available
                and the relevant Ancillary Bank shall no longer be under any
                obligation to provide any credit provided for thereunder; and/or

        (b)     declare all amounts outstanding under the Ancillary Facilities
                due and payable whereupon such amounts shall become due and
                payable together with accrued interest thereon and any other sum
                then payable under the relevant Ancillary Documents; and/or

        (c)     require the provision of cash cover whereupon the relevant
                Borrowers shall immediately provide cash cover in an amount
                equal to the contingent liability of the Ancillary Bank under
                all instruments issued under the terms thereof which give rise
                to a contingent liability on the part of the Ancillary Bank;
                and/or

        (d)     terminate any foreign exchange or hedging agreement entered into
                by the Ancillary Bank under the terms of the Ancillary
                Facilities.

17.4    US OBLIGORS: Notwithstanding Clause 17.2 (Cancellation and Repayment),
        upon the actual or deemed entry of an order for relief under the US
        Bankruptcy Code with respect to any US Obligor, the Facilities shall
        cease to be available to such US Obligor, all Advances outstanding to
        such US Obligor shall become immediately due and payable and such US
        Obligor shall be required to provide cash cover in respect of all
        Letters of Credit and Bank Guarantees issued for its account in each
        case automatically and without any further action by any party hereto.

17.5    EXCLUDED EVENTS: None of the events specified in Clauses 17.1(g), (k)
        (to the extent to which it relates to Clause 17.1(g)), (l), (m) or (o)
        shall constitute an Event of Default unless the aggregate of the value
        of all the business, assets, undertakings, rights, revenues and
        properties in respect of which any of those events is from time to time
        outstanding exceeds Pound Sterling1,500,000 or its equivalent in other
        currencies.

18      GUARANTEES

18.1    GUARANTEE: In consideration of the Senior Finance Parties entering into
        the Senior Finance Documents each Guarantor (jointly and severally with
        the other Guarantors) irrevocably and unconditionally;

        (a)     guarantees to each Senior Finance Party as principal obligor the
                performance by each other Obligor of all its obligations under
                the Senior Finance Documents and the payment when due by each
                other Obligor of all sums payable under the Senior Finance
                Documents;



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        (b)     undertakes with each Senior Finance Party that if any other
                Obligor fails to pay any of the indebtedness referred to in
                Clause 18.1 (a) (Guarantee) on its due date it will pay that sum
                on demand; and

        (c)     indemnifies each Senior Finance Party on demand against all
                losses, damages, costs and expenses incurred by such Senior
                Finance Party arising as a result of any obligation of any
                Obligor under the Senior Finance Documents being or becoming
                unenforceable, invalid or illegal.

18.2    GUARANTORS AS PRINCIPAL DEBTORS: As between each Guarantor and the
        Senior Finance Parties but without affecting the obligations of any
        Borrower, each Guarantor shall be liable under Clause 18.1 (Guarantee)
        as if it were the sole principal debtor and not merely a surety.
        Accordingly, its obligations thereunder and any liability deriving
        therefrom shall not be discharged or affected by any circumstance which
        would so discharge or affect such obligations or liability if such
        Guarantor were the sole principal debtor including:-

        (a)     any time, indulgence, waivers or consents given to any Obligor
                or any other person;

        (b)     any amendment, variation or modification to any Finance Document
                or any other security or guarantee or any increase in the amount
                of the Facilities;

        (c)     the making or absence of any demand on any Obligor or any other
                person for payment or performance of any other obligations, or
                the application of any moneys at any time received from any
                Obligor or any other person;

        (d)     the enforcement, perfecting or protecting of or absence of
                enforcement, perfecting or protecting of any security, guarantee
                or undertaking (including, without limitation, all or any of the
                obligations and liabilities of any Obligor);

        (e)     the release, taking, giving or abstaining from taking of any
                security, guarantee or undertaking (including, without
                limitation, the Senior Finance Documents);

        (f)     the insolvency, winding-up, administration, receivership or the
                commencement of any other insolvency procedure under the laws of
                any relevant jurisdiction in relation to any Obligor, any Senior
                Finance Party or any other person or the making of any
                arrangement or composition with or for the benefit of creditors
                by any other Obligor, any Senior Finance Party or any other
                person;

        (g)     any amalgamation, merger or change in constitution in relation
                to any Obligor, any Senior Finance Party or any other person;

        (h)     the illegality, invalidity or unenforceability of or any defect
                in any provision of any Finance Document or any security,
                obligations or liabilities arising or expressed to arise
                thereunder;

        (i)     any Senior Finance Party ceasing or refraining from giving
                credit or making loans or advances to or otherwise dealing with
                any Obligor or any other person or any other security, guarantee
                or undertaking; or

        (j)     any other circumstance which, but for this provision, might
                operate to release or otherwise exonerate the Guarantor from its
                obligations hereunder.

18.3    OTHER GUARANTORS: It is specifically acknowledged and agreed that the
        Senior Finance Parties may from time to time make any arrangement,
        compromise, waiver or other dealing with any Obligor in relation to any
        guarantee or other obligations under the Senior Finance Documents which
        such Senior Finance Parties may think fit and no such arrangement,
        compromise, waiver or other dealing shall exonerate or discharge any
        other Obligor from its obligations under the Senior Finance Documents.



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18.4    GUARANTORS' OBLIGATIONS CONTINUING: Each Obligor's obligations under
        this Agreement are and will remain in full force and effect by way of
        continuing security until no sum remains to be lent or remains payable
        under this Agreement. Furthermore, those obligations are additional to,
        and not instead of, any security or other guarantee or indemnity at any
        time existing in favour of any person, whether from that Obligor or
        otherwise and each Obligor waives any right it may have to require any
        Senior Finance Party to enforce any such security, guarantee or
        indemnity before claiming against it.

18.5    EXERCISE OF GUARANTORS' RIGHTS: So long as any sum remains payable or
        capable of becoming payable under the Senior Finance Documents:-

        (a)     any right of an Obligor (by reason of performance of any of its
                obligations hereunder), to be indemnified by any other Obligor
                or to take the benefit of or enforce any security or other
                guarantee or to receive any payment from any other Obligor shall
                be exercised and enforced by such Obligor and shall only be
                exercised and enforced by such Obligor in such manner and on
                such terms as the Facility Agent may require; and

        (b)     any amount received or recovered by such Obligor as a result of
                any exercise of any such right shall be held in trust for the
                Senior Finance Parties and immediately paid to the Facility
                Agent.

18.6    AVOIDANCE OF PAYMENTS: Each Obligor shall on demand indemnify the
        Facility Agent and each Senior Finance Party against any funding or
        other cost, loss, expense or liability sustained or incurred by it as a
        result of it being required for any reason to refund all or part of any
        amount received or recovered by it from such Obligor in respect of any
        sum payable by any Borrower under this Agreement.

18.7    SUSPENSE ACCOUNTS: Any amount received or recovered by any Senior
        Finance Party (otherwise than as a result of a payment by a Borrower to
        the Facility Agent) in respect of any sum due and payable by any
        Borrower under this Agreement may be placed in a suspense account and
        kept there for so long as the recipient thinks fit. Amounts deposited in
        any such account shall accrue interest at the Facility Agent's usual
        rate for deposits of a similar amount and nature from time to time and
        interest accrued shall be credited to such account.

18.8    PRIMARY OBLIGATIONS: As a separate and alternative stipulation, each
        Obligor unconditionally and irrevocably agrees that any sum expressed to
        be payable by any Obligor under this Agreement but which is for any
        reason (whether or not now existing and whether or not now known or
        becoming known to any party to this Agreement) not recoverable from such
        Obligor on the basis of a guarantee shall nevertheless be recoverable
        from it as if it were the sole principal debtor and shall be paid by it
        to the Facility Agent on demand.

18.9    FURTHER GUARANTORS: The Parent will:-

        (a)     procure that any Material Group Company (other than an Existing
                JV Company which has not become a wholly owned subsidiary) which
                is not a Guarantor shall (unless prohibited by law or unless on
                the date hereof it is a subsidiary of a US Obligor incorporated
                outside the United States of America ) become a Guarantor by
                delivering an Accession Document duly executed by it and by the
                Parent to the Facility Agent within 10 Business Days after being
                required to become a Guarantor by the Facility Agent (acting on
                the instructions of the Majority Banks);

        (b)     procure that any Material Group Company which enters into an
                Accession Document shall within 10 Business Days execute such
                Security Documents (in favour of the Security Agent for the
                benefit of the Senior Finance Parties) as the Facility Agent
                shall require; and

        (c)     procure that there shall be delivered to the Facility Agent with
                the original executed Accession Document any such Security
                Documents such evidence of the due execution of the Accession
                Document and such Security Documents as the Facility Agent shall
                require together with a legal opinion satisfactory to the
                Facility Agent;



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18.10   US GUARANTEE LIMITATIONS:

        The liability of each Guarantor organised under the laws of the United
        States of America (a "U.S. GUARANTOR") under this Clause 18 (Guarantees)
        shall not exceed the sum of:

        (i)     the net benefit realised by each such U.S. Guarantor from the
                proceeds of Drawings; and

        (ii)    the greater of (x) 95% of the Adjusted Net Assets of such U.S.
                Guarantor on the date of delivery hereof and (y) 95% of the
                Adjusted Net Assets of such U.S. Guarantor on the date of any
                payment hereunder.

        "ADJUSTED NET ASSETS" of any U.S. Guarantor at any date means the lesser
        of (x) the amount by which the fair value of the property of such U.S.
        Guarantor exceeds the total amount of liabilities (including, without
        limitation, contingent liabilities, but excluding liabilities under this
        Clause 18 (Guarantees), of such U.S. Guarantor at such date) and (y) the
        amount by which the present fair salable value of the assets of such
        U.S. Guarantor at such date exceeds the amount that will be required to
        pay the probable liability of such U.S. Guarantor on its debts,
        excluding debt in respect of this Clause 18 (Guarantees), as they become
        absolute and matured.

18.11   THE NETHERLANDS GUARANTEE LIMITATIONS:

        (a)     Notwithstanding anything to the contrary in any Senior Finance
                Document, the maximum liability of each Guarantor organised
                under the laws of The Netherlands (a "DUTCH GUARANTOR") under
                this Clause 18 (Guarantees) shall not exceed the higher of (i)
                the net assets value of such Dutch Guarantor determined at the
                date immediately following completion of the Dutch
                Reorganisation or (ii) the net assets value determined in
                accordance with generally accepted accounting principles for The
                Netherlands consistently applied, at the time the Facility Agent
                (or any of the Senior Finance Parties) makes a demand for
                payment in respect of such Dutch Guarantor under this Clause or
                any applicable Security Document.

        (b)     On receipt of a demand for payment from the Facility Agent (or
                any of the Senior Finance Parties) as referred to above, the
                Dutch Guarantor shall provide the Facility Agent with a
                certificate from the Auditors confirming the net assets value of
                such Dutch Guarantor.

        (c)     The Dutch Guarantor will not guarantee any obligation if to do
                so would constitute unlawful financial assistance under Section
                2: 207C of the Dutch Civil Code or similar provisions under
                relevant law.

18.12   RELEASE OF SECURITY: If a member of the Group shall dispose of any asset
        (including shares in any other member of the Group) and such disposal is
        permitted by the terms of the Senior Finance Documents or is otherwise
        consented to pursuant to the terms of the Senior Finance Documents then
        the Facility Agent shall promptly (and is hereby authorised by the
        Senior Finance Parties to) execute and instruct the Security Agent to
        execute such documents effecting the release of such asset from the
        security created in favour of the Senior Finance Parties as shall be
        required to allow the disposal to take place.

18.13   RELEASE OF GUARANTORS: If all of the shares in a member of the Group
        which is a Guarantor are disposed of and such disposal is permitted by
        the terms of the Senior Finance Documents or consented to pursuant to
        the terms of the Senior Finance Documents and as a result the Guarantor
        ceases to be a member of the Group, the Facility Agent shall promptly
        (and is hereby authorised by the Senior Finance Parties to) execute and
        instruct the Security Agent to execute such documents as may be
        necessary to release such Guarantor from all past, present and future
        liabilities (including rights of contribution) under the Senior Finance
        Documents and all existing Guarantors hereby consent to such release and
        confirm that their respective liabilities as Guarantor shall not be
        discharged or otherwise affected as a consequence of such release.



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19      THE AGENTS AND THE ARRANGERS

19.1    AUTHORISATION:

        (a)     Each Bank hereby appoints Deutsche Bank AG LONDON as the
                Facility Agent and each Senior Finance Party hereby appoints
                Deutsche Bank AG LONDON as the Security Agent to act as agent
                and security trustee for the purposes of the Security Documents
                entered into by it in such capacity. Each Bank authorises the
                Facility Agent and each Senior Finance Party authorises the
                Security Agent to take such action as agent on its behalf and to
                exercise such rights, powers and discretions under the Senior
                Finance Documents as are delegated to such Agent by the terms of
                the Senior Finance Documents together with such other powers and
                discretions as are reasonably incidental thereto and to give a
                good discharge for any moneys payable under the Senior Finance
                Documents.

        (b)     Each of the Agents will act solely as agent for the Banks and/or
                the Senior Finance Parties (as the case may be) in carrying out
                its respective functions as agent under the Senior Finance
                Documents. No Agent shall have, nor be deemed to have, assumed
                any obligations to, or trust or fiduciary relationship with, the
                other Senior Finance Parties or any Obligor other than those for
                which specific provision is made by the Senior Finance
                Documents.

19.2    AGENTS' DUTIES: Each Agent shall:-

        (a)     promptly send to each Bank each notice received by it from an
                Obligor under any of the Senior Finance Documents except in the
                case of any notice relating to a particular Bank which shall be
                sent to that Bank only;

        (b)     promptly send to each Bank a copy of any document or information
                received by it pursuant to Clause 16.6 (Information and
                Accounting Undertakings) and (if requested by the relevant Bank)
                a copy of any legal opinion delivered in relation to this
                Agreement or any Security Document and a copy of any document
                delivered to it pursuant to Clause 4.1 (Initial Conditions
                Precedent);

        (c)     subject to those provisions of the Senior Finance Documents
                which require the consent of all the Banks and, in the case of
                the Security Agent, subject as provided in Clause 19.12 (Role of
                Security Agent), act in accordance with any instructions from
                the Majority Banks or, if so instructed by the Majority Banks,
                refrain from exercising a right, power or discretion vested in
                it under any of the Senior Finance Documents;

        (d)     have only those duties, obligations and responsibilities
                expressly specified in the Senior Finance Documents; and

        (e)     without prejudice to Clause 19.7 (Information), promptly notify
                each Bank and the Facility Agent if it becomes aware of the
                occurrence of any Event of Default or Potential Event of
                Default.

19.3    AGENTS' RIGHTS: Each Agent may:-

        (a)     perform any of its duties, obligations and responsibilities
                under this Agreement or any of the other Senior Finance
                Documents by or through its personnel or agents on the basis
                that each Agent may extend the benefits of any indemnity
                received by it hereunder to its personnel or agents;

        (b)     refrain from exercising any right, power or discretion vested in
                it under the Senior Finance Documents until it has received
                instructions from the Majority Banks or the Facility Agent or
                the Majority Senior Creditors (as defined in the Intercreditor
                Agreement), as the case may be, as to whether (and, if it is to
                be, the way in which) it is to be exercised and shall in all
                cases be fully protected when acting, or (if so instructed)
                refraining from acting, in accordance with



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                instructions from the Majority Banks or the Facility Agent or
                the Majority Senior Creditors (as the case may be);

        (c)     treat (a) the Bank which makes available any portion of an
                Advance as the person entitled to repayment of that portion
                unless the Facility Agent has received a Transfer Certificate in
                relation to all or part of it in accordance with Clause 20
                (Assignments and Transfers); and (b) the office set under a
                Bank's name at the end of this Agreement (or, in the case of a
                Transferee, at the end of the Transfer Certificate to which it
                is a party as Transferee) as its Lending Office unless the
                Facility Agent has received from that Bank a notice of change of
                Lending Office and each Agent may act on any such notice until
                it is superseded by a further such notice;

        (d)     refrain from doing anything which would or might in its opinion
                be contrary to any law, regulation or judgment of or of any
                court of any jurisdiction or any directive of any agency of any
                state or otherwise render it liable to any person and may do
                anything which is in its opinion necessary to comply with any
                such law, regulation, judgment or directive;

        (e)     assume that no Event of Default or Potential Event of Default
                has occurred unless an officer of such Agent, while active on
                the account of the Obligors in connection with the Facilities,
                acquires actual knowledge to the contrary;

        (f)     refrain from taking any step (or further step) to protect or
                enforce the rights of any Senior Finance Party under the Senior
                Finance Documents until it has been indemnified and/or secured
                to its satisfaction against any and all costs, losses, expenses
                or liabilities (including legal fees) which it would or might
                sustain or incur as a result;

        (g)     rely on any communication or document believed by it to be
                genuine and correct and assume it to have been communicated or
                signed by the person by whom it purports to be communicated;

        (h)     rely as to any matter of fact which might reasonably be expected
                to be within the knowledge of any person on a statement by or on
                behalf of such person;

        (i)     obtain and pay for such legal or other expert advice or services
                as may to it seem necessary or desirable and rely on any such
                advice;

        (j)     accept deposits from, lend money to, provide any advisory or
                other services to or engage in any kind of banking or other
                business with any party to the Senior Finance Documents, or any
                affiliate of any party (and, in each case, may do so without
                liability to account);

        (k)     in the case of the Security Agent, accept without enquiry such
                title as an Obligor may have to any asset or assets intended to
                be the subject of the security created by the Security
                Documents; and

        (l)     in the case of the Security Agent, hold or deposit any title
                deeds, Security Documents or any other documents in connection
                with any of the assets charged by the Security Documents with
                any banker or banking company or any company whose business
                includes undertaking the safe custody of deeds or documents or
                with any lawyer or firm of lawyers and it shall not be
                responsible for or be required to insure against any loss
                incurred in connection with any such holding or deposit and it
                may pay all sums required to be paid on account or in respect of
                any such deposit.

19.4    EXONERATION OF ARRANGERS AND AGENTS:

        Neither the Arrangers nor any Agent nor any of their respective
        personnel or agents:-



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        (a)     shall be responsible for the adequacy, accuracy or completeness
                of any representation, warranty, statement or information in the
                Senior Finance Documents or any notice or other document
                delivered under the Senior Finance Documents (including, without
                limitation, the Syndication Memorandum);

        (b)     shall be responsible for the execution, delivery, validity,
                legality, adequacy, enforceability or admissibility in evidence
                of any of the Senior Finance Documents;

        (c)     shall be obliged to enquire as to the occurrence or continuation
                of an Event of Default or Potential Event of Default or as to
                the accuracy or completeness of any representation or warranty
                made by any person;

        (d)     shall be liable for anything done or not done by it or any of
                them under or in connection with the Senior Finance Documents
                save in the case of its own or their own negligence or wilful
                misconduct;

        (e)     shall be responsible for any failure of any Obligor or any other
                Senior Finance Party duly and punctually to observe and perform
                their respective obligations under the Senior Finance Documents;

        (f)     shall be responsible for the consequences of relying on the
                advice of any professional advisers selected by any of them in
                connection with the Senior Finance Documents; or

        (g)     shall be liable for acting (or refraining from acting) in what
                it believes in good faith to be in the best interests of the
                Senior Finance Parties or any of them in circumstances where it
                has been unable, or it is not practicable, to obtain
                instructions in accordance with this Agreement.

19.5    AGENTS AS SENIOR FINANCE PARTIES: Each Agent shall have the same rights
        and powers with respect to its participation in the Senior Finance
        Documents as any other Senior Finance Party and may exercise those
        rights and powers as if it were not also acting as an Agent.

19.6    NON-RELIANCE ON ARRANGERS AND AGENTS: Each Senior Finance Party confirms
        that it has itself been, and will at all times continue to be, solely
        responsible for making its own independent investigation and appraisal
        of the business, financial condition, creditworthiness, status and
        affairs of each Obligor and the Subsidiaries of each Obligor and has not
        relied, and will not at any time rely, on any Agent or any Arranger:-

        (a)     to provide it with any information relating to the business,
                financial condition, creditworthiness, status or affairs of any
                Obligor or the Subsidiaries of any Obligor, whether coming into
                its possession before or after the making of any Drawing (save
                as provided in Clause 19.2 ( Agents' Duties)); or

        (b)     to check or enquire into the adequacy, accuracy or completeness
                of any information provided by any Obligor or the Subsidiaries
                of any Obligor under or in connection with the Senior Finance
                Documents (whether or not such information has been or is at any
                time circulated to it by any Agent or any Arranger); or

        (c)     to assess or keep under review the business, financial
                condition, creditworthiness, status or affairs of any Obligor or
                the Subsidiaries of any Obligor.

19.7    INFORMATION:

        (a)     All communications to an Obligor are to be made by or through
                the Facility Agent save in respect of any communication in
                connection with the Security Documents to which the Security
                Agent is a party in which case all such communications are to be
                made by or through the Security Agent. Each Senior Finance Party
                will notify the Facility Agent of and provide the Facility Agent
                with, a copy of any communication between such Senior Finance
                Party and


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                an Obligor or any other of the Senior Finance Parties on any
                matter concerning the Facilities or the Senior Finance
                Documents.

        (b)     Notwithstanding anything to the contrary expressed or implied
                herein, no Agent shall as between itself and the other Senior
                Finance Parties be bound to disclose to any other Senior Finance
                Party or other person (i) any information, disclosure of which
                might, in the opinion of such Agent, result in a breach of any
                law or directive or be otherwise actionable at the suit of any
                person, or (ii) any information supplied by any member of the
                Group to such Agent which is identified by a member of the Group
                at the time of supply as being unpublished, confidential, or
                price sensitive information relating to a proposed transaction
                by a member of the Group and supplied solely for the purpose of
                evaluating in consultation with such Agent whether such
                transaction might require a waiver or amendment to any of the
                provisions of the Senior Finance Documents.

        (c)     In acting as an Agent for the Senior Finance Parties, each
                Agent's department which undertakes the relevant agency role
                will be treated as a separate entity from any of its other
                departments (or similar unit of such Agent in any subsequent
                reorganisation) or affiliates and, any information given by any
                member of the Group to one of the other departments which is
                acting in an advisory or other capacity to the Group and not in
                the capacity of an Agent is to be treated as confidential and
                will not be available to the Senior Finance Parties without the
                consent of the Parent provided that:-

                (i)     the consent of the Parent will not be required in
                        relation to any information which an Agent in its
                        discretion, determines relates to an Event of Default or
                        Potential Event of Default or in respect of which the
                        Banks have given, prior to the disclosure of such
                        information, a confidentiality undertaking in the form
                        substantially set out in Schedule 11 (Form of
                        Confidentiality Undertaking); and

                (ii)    if representatives or employees of an Agent receive
                        information in relation to a Event of Default or
                        Potential Event of Default whilst acting in an advisory
                        capacity they will not be obliged to disclose such
                        information to representatives or employees of such
                        Agent in their capacity as agent bank or security agent
                        hereunder or to any of the Banks if to do so would
                        breach any rule or directive or fiduciary duty imposed
                        upon such persons.

19.8    INDEMNITY TO AGENTS: To the extent that any Obligor does not do so on
        demand or is not obliged to do so, each Bank shall on demand indemnify
        each Agent in the proportion borne by its Commitments to the Total
        Commitments at the relevant time (or, if no Commitments are then
        outstanding, in the proportion borne by its Commitments to the Total
        Commitments at the last time there were any) against any cost, expense
        or liability referred to in Clause 24 (Indemnities) or sustained or
        incurred by each Agent in complying with any instructions from the
        Majority Banks or otherwise sustained or incurred by each Agent in
        connection with the Senior Finance Documents or its or their respective
        duties, obligations and responsibilities under the Senior Finance
        Documents except to the extent that they are sustained or incurred as a
        result of the negligence or wilful misconduct of an Agent or any of its
        personnel or agents.

19.9    RESIGNATION OF AGENTS:

        (a)     Each Agent may resign its appointment hereunder at any time
                without assigning any reason therefor by giving not less than
                thirty days' prior written notice to that effect to the Parent
                and each of the other Senior Finance Parties provided that no
                such resignation shall be effective until a successor for such
                Agent is appointed in accordance with this Clause 19.9
                (Resignation of Agents). If the retiring Agent gives notice of
                its resignation then any reputable and experienced bank or other
                financial institution with offices in London may be appointed as
                a successor to that Agent by the Majority Banks during the
                period of such notice but, if no such successor is so appointed,
                the retiring Agent may appoint a successor itself. If a
                successor to such Agent is so appointed, then (i) the retiring
                Agent shall be discharged from any further obligation hereunder
                but shall remain entitled to the benefit of the provisions of
                this Clause 19


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                (The Agents and the Arrangers) and (ii) its successor and each
                of the other parties hereto shall have the same rights and
                obligations amongst themselves as they would have had if such
                successor had been an original party hereto.

        (b)     The retiring Agent will co-operate with the successor Agent in
                order to ensure that its functions are transferred to the
                successor Agent and will promptly make available to the
                successor Agent such documents and records as have been
                maintained in connection with the Senior Finance Documents in
                order that the successor Agent is able to discharge its
                functions.

        (c)     The provisions of this Agreement will continue in effect for the
                benefit of any retiring Agent in respect of any actions taken or
                omitted to be taken by it or any event occurring before the
                termination of its agency.

        (d)     The Security Agent's resignation shall not take effect until all
                necessary deeds and documents have been entered into in order to
                substitute its successor as holder of the Security Documents and
                each other party to this Agreement agrees to promptly enter into
                any documents reasonably required for this purpose.

19.10   PAYMENTS TO SENIOR FINANCE PARTIES:

        (a)     Each Agent will account to the other Senior Finance Parties for
                their respective due proportions of all sums received by it for
                such Senior Finance Parties, whether by way of repayment of
                principal or payment of interest, commitment commission, fees or
                otherwise.

        (b)     Each Agent and each Arranger may retain for its own use and
                benefit, and will not be liable to account to the other Senior
                Finance Parties for all or any part of any sums received by way
                of agency or arrangement fee or by way of reimbursement of
                expenses incurred by it.

19.11   CHANGE OF OFFICE OF AGENTS: Each Agent may at any time and from time to
        time in its sole discretion by written notice to the Parent and each of
        the other Senior Finance Parties designate a different office in the
        United Kingdom from which its duties as an Agent will be performed.

19.12   ROLE OF THE SECURITY AGENT: The Security Agent shall hold the benefit of
        the Security Documents to which it is party as agent and security
        trustee for itself and the Senior Finance Parties to apply all payments
        and other benefits received by it by reason thereof, or otherwise
        realised thereunder, in accordance with this Agreement, and shall act in
        relation to the Security Documents in accordance with the requirements
        of the Intercreditor Agreement.

19.13   JOINT CREDITORSHIP: Each of the Obligors and each of the Senior Finance
        Parties agree that the Security Agent shall be the joint and several
        creditor (together with the relevant Senior Finance Party) of each and
        every obligation of any Obligor towards each of the Senior Finance
        Parties under the Senior Finance Documents and that accordingly the
        Security Agent will have its own independent right to demand performance
        by the relevant Obligor of those obligations. Any discharge of any such
        obligation to one of the Security Agent or any other Senior Finance
        Party shall, to the same extent, discharge the corresponding obligation
        owing to the other, and a Senior Finance Party or the Security Agent
        shall not, by virtue of this Clause 19.13, be entitled to pursue the
        Obligor concurrently for the same obligation.

        Without limiting or affecting the Security Agent's rights against any
        Obligor (whether under this paragraph or any other provision of the
        Senior Finance Documents), the Security Agent agrees with each of the
        other Senior Finance Parties (on a several and divided basis) that,
        subject as set out in the following sentence, it will not exercise its
        rights as a joint creditor with a Senior Finance Party except with the
        consent of the relevant Senior Finance Party. For the avoidance of
        doubt, nothing in the previous sentence shall in any way limit the
        Security Agent's right to act in the protection or preservation of
        rights under or to enforce any Security Document as contemplated by this
        Agreement and/or the relevant Security Document (or to do any act
        reasonably incidental to any of the foregoing).



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20      ASSIGNMENTS AND TRANSFERS

20.1    SUCCESSORS: This Agreement shall be binding upon and enure to the
        benefit of each party hereto and its or any subsequent successors,
        Transferees and assigns.

20.2    ASSIGNMENTS AND TRANSFERS BY THE OBLIGORS: No Obligor shall be entitled
        to assign or transfer all or any of its rights, benefits and obligations
        hereunder.

20.3    ASSIGNMENTS AND TRANSFERS BY BANKS: Any Bank may, at any time after
        consultation with the Parent, assign all or any of its rights and
        benefits hereunder or transfer in accordance with Clause 20.6 (Transfers
        by Banks) all or any of its rights, benefits and obligations hereunder
        to a bank or financial institution, provided that:-

        (a)     such assignment or transfer shall be in a minimum amount of
                Pound Sterling5,000,000 except in the case of an assignment or
                transfer which has the effect of reducing the participation of
                the relevant Bank to zero;

        (b)     each Issuing Bank has approved the Transferee (such consent not
                to be unreasonably withheld) in the case of an assignment or
                transfer of the Revolving Facility; and

        (c)     any assignee or Transferee has entered into an accession
                agreement to the Intercreditor Agreement.

20.4    DEEMED CONSENT: Any consent required to be given by a party under Clause
        20.3 (Assignments and Transfers by Banks) shall be deemed to have been
        given unless such party shall have notified the requesting party to the
        contrary within five business days of the request for such consent.

20.5    ASSIGNMENTS BY BANKS: If any Bank assigns all or any of its rights and
        benefits hereunder in accordance with Clause 20.3 (Assignments and
        Transfers by Banks), then, unless and until the assignee has delivered a
        notice to the Facility Agent confirming in favour of the Facility Agent
        and the other Senior Finance Parties that it shall be under the same
        obligations towards each of them as it would have been under if it had
        been an original party hereto as a Bank (whereupon such assignee shall
        become a party hereto as a "Bank"), the Facility Agent and the other
        Senior Finance Parties shall not be obliged to recognise such assignee
        as having the rights against each of them which it would have had if it
        had been such a party hereto.

20.6    TRANSFERS BY BANKS: If any Bank wishes to transfer by novation all or
        any of its rights, benefits and/or obligations hereunder as contemplated
        in Clause 20.3 (Assignments and Transfers by Banks), then such transfer
        may be effected by the delivery to the Facility Agent of a duly
        completed Transfer Certificate executed by such Bank and the relevant
        Transferee in which event, on the later of the Transfer Date specified
        in such Transfer Certificate and the fifth Business Day after (or such
        earlier Business Day endorsed by the Facility Agent on such Transfer
        Certificate falling on or after) the date of delivery of such Transfer
        Certificate to the Facility Agent:

        (a)     to the extent that in such Transfer Certificate the Bank party
                thereto seeks to transfer by novation its rights, benefits and
                obligations hereunder, each of the Obligors and such Bank shall
                be released from further obligations towards one another
                hereunder and their respective rights against one another shall
                be cancelled (such rights and obligations being referred to in
                this Clause 20.6 as "DISCHARGED RIGHTS AND OBLIGATIONS");

        (b)     each of the Obligors and the Transferee party thereto shall
                assume obligations towards one another and/or acquire rights
                against one another which differ from such discharged rights and
                obligations only insofar as such Obligor and such Transferee
                have assumed and/or acquired the same in place of such Obligor
                and such Bank;

        (c)     the Facility Agent, such Transferee and the other Senior Finance
                Parties shall acquire the same rights and benefits and assume
                the same obligations between themselves as they would have




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                acquired and assumed had such Transferee been an original party
                hereto as a Bank with the rights, benefits and/or obligations
                acquired or assumed by it as a result of such transfer and to
                that extent the Facility Agent and the relevant Bank shall each
                be released from further obligations to each other hereunder;

        (d)     such Transferee shall become a party hereto as a "BANK".

20.7    ASSIGNMENT AND TRANSFER FEES: On the date upon which an assignment takes
        effect pursuant to Clause 20.5 (Assignments by Banks) or a transfer
        takes effect pursuant to Clause 20.6 (Transfers by Banks) the relevant
        assignee or Transferee shall pay to the Facility Agent for its own
        account a fee of Pound Sterling750.

20.8    DISCLOSURE OF INFORMATION: Any Bank may disclose to any person:-

        (a)     to (or through) whom such Bank assigns or transfers (or may
                potentially assign or transfer) all or any of its rights,
                benefits and obligations hereunder; or

        (b)     with (or through) whom such Bank enters into (or may potentially
                enter into) any sub-participation in relation to, or any other
                transaction under which payments are to be made by reference to,
                the Senior Finance Documents or any Obligor,

        such information about any Obligor or any of its Subsidiaries or the
        Senior Finance Documents as such Bank shall consider appropriate,
        PROVIDED THAT the person to whom such information is to be given has
        entered into a Confidentiality Undertaking.

20.9    TRANSFER OF RISK: Nothing in this Agreement or any other Senior Finance
        Document will oblige a Bank which assigns or transfers all or part of
        its rights and/or obligations under this Agreement or cause such Bank to
        be liable:-

        (a)     to accept a re-assignment or re-transfer from a Transferee of
                any of the rights or obligations assigned, transferred or
                novated pursuant to this Clause 20 (Assignment and Transfers);
                or

        (b)     to support any losses incurred by a Transferee by reason of the
                non-performance by any Obligor of its obligations under any of
                the Finance Documents.

20.10   SUB-PARTICIPATION: Nothing in this Agreement shall restrict the ability
        of a Bank to sub-participate any or all of its obligations hereunder so
        long as such Bank remains liable under this Agreement in relation to
        those obligations provided that Bank shall notify the Parent of any such
        participation.

20.11   AFFILIATES: Any affiliate of a Bank nominated by such Bank to make
        available Drawings shall by virtue of its signature of the relevant
        Transfer Certificate become party to this Agreement for the purposes of
        making available such Drawings with the rights specified in Clause 3.3
        (Lending Affiliates) and shall be a Senior Finance Party for the
        purposes of the Senior Finance Documents to the extent necessary to give
        effect to Clause 3.3 (Lending Affiliates).

20.12   CONSEQUENCES OF ASSIGNMENT OR TRANSFER: No Obligor shall be liable to
        pay any amount following any assignment or transfer of a Senior Finance
        Party under Clause 20 (Assignments and Transfers) pursuant to Clause 12
        (Taxes and Other Deductions) or 13.2 (Increased Costs) in excess of the
        amount it would have been liable to pay in the absence of such
        assignment or transfer (other than as a result of laws or regulations in
        force or known to be coming into force at that time).

21      PRO RATA PAYMENTS, RECEIPTS AND SET OFF

21.1    PRO RATA PAYMENTS:

(a)               RECOVERIES: If any amount owing by any Obligor under any
                  Senior Finance Document to a Bank (the "RECOVERING BANK") is
                  discharged by payment, set-off or any other manner other



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                than through the Facility Agent in accordance with Clause 14
                (Payments) (such amount being referred to in this Clause 21.1
                (Pro Rata Payments) as a "RECOVERY") then:-

                (i)     within 2 Business Days of receipt of the Recovery the
                        Recovering Bank shall pay to the Facility Agent an
                        amount equal (or equivalent) to such Recovery;

                (ii)    the Facility Agent shall treat such payment as if it
                        were part of the payment to be made by the relevant
                        Obligor to the Banks rateably in accordance with their
                        respective entitlements; and

                (iii)   (save for any receipt by the Recovering Bank as a result
                        of the operation of paragraph (ii) above) as between the
                        relevant Obligor (as the case may be) and the Recovering
                        Bank the Recovery shall be treated and deemed as not
                        having been paid.

        (b)     NOTIFICATION OF RECOVERY: Each Bank will notify the Facility
                Agent promptly of any such Recovery by that Bank other than by
                payment through the Facility Agent. If any Recovery subsequently
                has to be wholly or partly refunded by the Recovering Bank which
                paid an amount equal thereto to the Facility Agent under Clause
                21.1(a) (Recoveries), each Bank to which any part of that amount
                was distributed will, on request from the Recovering Bank, repay
                to the Recovering Bank such Bank's pro rata share of the amount
                which has to be refunded by the Recovering Bank. (c)
                INFORMATION: Each Bank will on request supply to the Facility
                Agent such information as the Facility Agent may from time to
                time request for the purpose of this Clause 21.1 (Pro Rata
                Payments).

        (d)     EXCEPTIONS TO SHARING OF RECOVERIES: Notwithstanding the
                foregoing provisions of this Clause 21.1 (Pro Rata Payments), no
                Recovering Bank will be obliged to share any Recovery which it
                receives pursuant to legal proceedings taken by it to recover
                any sums owing to it under the Senior Finance Documents with any
                other party which has a legal right to, but does not, either
                join in such proceedings or commence and diligently pursue
                separate proceedings to enforce its rights in the same or
                another court (unless the proceedings instituted by the
                Recovering Bank are instituted by it without prior notice having
                been given to such party through the Facility Agent).

        (e)     OBTAINING CONSENTS: Each party to this Agreement agrees to take
                all steps required of it pursuant to Clause 21.1(a) (Recoveries)
                and to use its reasonable endeavours to obtain any consents or
                authorisations which may at any relevant time be required in
                respect of any payment to be made by it pursuant to this Clause
                21.1 (Pro Rata Payments).

        (f)     NO SECURITY: The provisions of this Clause 21.1 (Pro Rata
                Payments) shall not, and shall not be construed so as to,
                constitute a charge by any Bank over all or any part of any sum
                received or recovered by it under any of the circumstances
                mentioned in this Clause 21.1 (Pro Rata Payments).

        (g)     ANCILLARY BANKS AND HEDGING BANKS:

                (i)     This Clause 21.1 (Pro Rata Payments) shall not, for the
                        avoidance of doubt, apply to any Recovery by a Bank in
                        its capacity as an Ancillary Bank or Hedging Bank at any
                        time prior to service of notice under Clause 17.2
                        (Cancellation and Repayment).

                (ii)    Following service of notice under Clause 17.2
                        (Cancellation and Repayment) this Clause 21.1 (Pro Rata
                        Payments) shall apply to all Recoveries by Ancillary
                        Banks and Hedging Banks which arise otherwise than as a
                        result of a payment made in accordance with Clause 21.2
                        (Receipts) provided that this Clause 21.1 (Pro Rata
                        Payments) shall not apply to amounts recovered by an
                        Ancillary Bank or a Hedging Bank as a result of
                        exercising rights under the Ancillary Documents or
                        Hedging Agreements respectively to set off or net sums
                        due and payable by and to it under



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                        those documents in its capacity as an Ancillary Bank or
                        Hedging Bank, as the case may be, or as a result of
                        exercising its rights under any memorandum of deposit
                        granted thereunder.

21.2    RECEIPTS: If any sum paid or recovered in respect of the liabilities of
        an Obligor under any of the Senior Finance Documents is less than the
        amount then due, the Facility Agent or the Security Agent (as the case
        may be) shall apply that sum against amounts outstanding under the
        Senior Finance Documents in the following order:-

        (a)     first to any unpaid fees and reimbursement of unpaid expenses of
                the Facility Agent and the Security Agent due under the Senior
                Finance Documents;

        (b)     second to any unpaid fees and reimbursement of unpaid expenses
                of the Banks due under the Senior Finance Documents;

        (c)     third to unpaid interest;

        (d)     fourth to unpaid principal (including without limitation
                provision of cash cover in respect of contingent liabilities);
                and

        (e)     fifth to other amounts due under the Senior Finance Documents,

        in each case (other than (a)) pro rata to the outstanding amounts owing
        to the Senior Finance Parties under the Senior Finance Documents taking
        into account any applications under this Clause 21.2 (Receipts) but for
        this purpose the Hedging Banks and the Hedging Agreements shall be
        excluded in determining any distribution under this Clause 21.2
        (Receipts) to the extent that the Hedging Banks already received a pro
        rata share of the relevant amount pursuant to Clause 13.1 of the
        Intercreditor Agreement.

21.3    SET-OFF:

        (a)     After an Event of Default has occurred and for so long as it is
                continuing each Senior Finance Party is hereby authorised at any
                time and from time to time (without notice to the relevant
                Obligor) to set-off or otherwise apply any and all deposits
                (irrespective of the terms applicable to such deposits) at any
                time held and other indebtedness at any time owing by such
                Senior Finance Party to or for the account of any Obligor (in
                any such case whether or not then matured or due) against any
                indebtedness of the relevant Obligor to the relevant Senior
                Finance Party under the Senior Finance Documents which is due
                and unpaid.

        (b)     The rights of each Senior Finance Party under this Clause are in
                addition to other rights and remedies (including, without
                limitation, other rights of set-off) that such Senior Finance
                Party may have.

        (c)     This Clause 21.3 (Set-Off) shall be without prejudice to any
                rights of set-off which may be agreed between the Obligors and
                any Ancillary Bank under the Ancillary Documents and any rights
                of set-off or netting arrangements contained in any Hedging
                Agreements.

        (d)     A Senior Finance Party may exercise such rights notwithstanding
                that the amounts concerned may be expressed in different
                currencies and each Senior Finance Party is authorised to effect
                any necessary conversions at a market rate of exchange selected
                by it.




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<PAGE>

22      NOTICES, CONFIDENTIALITY AND CERTIFICATES

22.1    NOTICES

        (a)     MODE OF SERVICE: Any notice or other communication to be served
                under or in connection with this Agreement shall, unless
                otherwise stated, be made in writing and served by letter, telex
                or facsimile to the relevant party at its address, telex or
                facsimile number shown immediately after its name on the
                signature page of this Agreement or set out under its name in
                Schedule 1 or set out in the Transfer Certificate or Accession
                Document by which it became party hereto or such other address
                or number notified by it to the other parties to this Agreement
                and, in the case of any Senior Finance Party, marked for the
                attention of the person or department there specified.

        (b)     DEEMED SERVICE: Any notice or other communication served by post
                will, unless otherwise stated, be deemed served 48 hours after
                posting, if served in the United Kingdom, and 5 days after
                posting if served overseas by air mail, or on delivery if
                delivered personally or by courier. A notice or other
                communication sent by telex or facsimile transmission will,
                unless otherwise stated, be deemed served at the time of
                transmission unless served on a day which is not a Business Day
                or after 5 pm London time in which case it will be deemed served
                at 9 am on the following Business Day provided that any drawdown
                notice or request, or other notice or communication requesting
                funding or notifying any repayment, prepayment or cancellation
                served on any Senior Finance Party will only be deemed served on
                receipt by the relevant party.

        (c)     PROOF OF SERVICE: In proving service of any notice or other
                communication it will be sufficient to prove:-

                (i)     in the case of a letter, that such letter was properly
                        stamped or franked, addressed and placed in the post or
                        in the case of personal delivery, was left at the
                        correct address; and

                (ii)    in the case of a telex or facsimile transmission, that
                        such telex or facsimile was duly transmitted to the
                        telex or facsimile number, as appropriate, of the
                        addressee referred to in Clause 22.1(a) (Mode of
                        Service) above.

22.2    CERTIFICATES: Any certificate, determination, notification or opinion of
        any Senior Finance Party or group of Senior Finance Parties as to any
        rate of interest or any other amount payable under any Senior Finance
        Document will be, in the absence of manifest error, prima facie evidence
        of the matters to which it relates. Where any person gives a certificate
        on behalf of any of the parties to the Senior Finance Documents pursuant
        to any provision thereof and such certificate proves to be incorrect,
        the individual shall incur no personal liability in consequence of such
        certificate being incorrect save where such individual acted
        fraudulently or recklessly in giving such certificate (in which case any
        liability of such individual shall be determined in accordance with
        applicable law).

22.3    CONFIDENTIALITY: Subject to Clause 20.8 (Disclosure of Information), the
        parties will keep confidential the Senior Finance Documents and all
        information which they acquire under or in connection with the Senior
        Finance Documents save that such information may be disclosed:

        (a)     if so required by law or regulation or, if requested by any
                regulator with jurisdiction over any Senior Finance Party or any
                affiliate of any Senior Finance Party;

        (b)     if it comes into the public domain (other than as a result of a
                breach of this Clause 22.3 (Confidentiality));

        (c)     to auditors, professional advisers or rating agencies; or

        (d)     in connection with any legal proceedings; or



                                       98
<PAGE>

        (e)     to Senior Subordinated Finance Parties or Equity Investors.

        The provisions of this Clause 22.3 (Confidentiality) shall supercede any
        undertakings with respect to confidentiality previously given by any
        Senior Finance Party in favour of any Obligor.

23      AMENDMENTS, WAIVERS AND CONSENTS

23.1    BANKS:

        (a)     MAJORITY BANKS: Subject to Clauses 23.1(b) and (c), 23.2 and
                23.3, any provision of this Agreement or any of the other Senior
                Finance Documents may be amended, waived, varied or modified and
                all consents hereunder may be given with the agreement of the
                Majority Banks and the Parent. The Facility Agent shall seek the
                agreement of the Majority Banks if requested to do so by the
                Parent.

        (b)     ALL BANKS: Any amendment, waiver, variation, modification or
                consent shall require the unanimous agreement of all of the
                Banks if it results in:-

                (i)     any extension of the final scheduled maturity date of
                        any Facility or any extension of the expiry date of any
                        Letter of Credit or Bank Guarantee beyond the Revolving
                        Facility Repayment Date;

                (ii)    any increase in the Commitments of any Bank;

                (iii)   any reduction in the rate of interest (other than by
                        reason of the provisions of Clause 6.6 (Margin
                        Adjustment)) or fees or extension of the time for
                        payment of any interest or fees;

                (iv)    any reduction in the principal amount outstanding under
                        any Facility or in the amount of any Letter of Credit or
                        Bank Guarantee (except as a result of a repayment or
                        prepayment of cash);

                (v)     release of the security constituted by the Security
                        Documents other than pursuant to the enforcement of such
                        security or in accordance with the express terms of the
                        Senior Finance Documents;

                (vi)    release of any Guarantor from its obligations under
                        Clause 18 (Guarantees) save as expressly permitted in
                        accordance with the Senior Finance Documents;

                (vii)   any amendment, variation or modification of this Clause
                        23.1(b), Clause 20.2 (Assignments and Transfers by the
                        Obligors) or to the definition of Majority Banks;

                provided further that (in addition to the agreement of the
                Majority Banks):

                                (A)     any reduction in the Commitments of any
                                        Bank shall require the consent of such
                                        Bank;

                                (B)     any reduction in any scheduled repayment
                                        in relation to a Facility or extension
                                        of any scheduled payment date for any
                                        repayment in relation to a Facility
                                        shall require the consent of each Bank
                                        participating in that Facility;

                                (C)     any change in the required application
                                        of any prepayments in accordance with
                                        Clause 8 (Prepayments) as between the
                                        Facilities shall require the consent of
                                        Banks whose Commitments in relation to
                                        each Facility which is being allocated a
                                        lesser prepayment aggregate more than
                                        66K% of all the Commitments of
                                        Banks in




                                       99
<PAGE>

                                        relation to such Facility (provided
                                        that, for the avoidance of doubt, the
                                        Majority Banks may waive any such
                                        prepayment as long as the application of
                                        prepayments between the Facilities is
                                        not altered).

        (c)     CONSENTS: Any matter which by the terms of the Senior Finance
                Documents as at the date hereof is stated to be subject to the
                consent of all Banks shall not be waived, amended, varied or
                modified save with the consent of all the Banks.

23.2    SPECIFIC PARTIES:

        (a)     AGENTS/ARRANGERS/ISSUING BANK: Any decision which will affect
                the rights or obligations of the any of the Agents, any of the
                Arrangers or any Issuing Bank shall require its consent also.

        (b)     ANCILLARY BANKS: Any decision which will affect the rights or
                obligation of any Ancillary Bank will require its consent also
                subject as specifically provided otherwise in the Senior Finance
                Documents. The Ancillary Documents may be amended, varied,
                waived or modified by agreement between the parties thereto
                subject as provided in Schedule 8 (Ancillary Facilities).

        (c)     HEDGING BANKS: Any decision which will affect the rights or
                obligation of any Hedging Bank will require its consent also
                subject as specifically provided otherwise in the Senior Finance
                Documents. The Hedging Documents may be amended, varied, waived
                or modified by agreement between the parties thereto subject as
                provided in the Intercreditor Agreement.

23.3    SECURITY DOCUMENTS: The Security Documents may be amended, varied,
        waived or modified with the agreement of the relevant Obligor and the
        Security Agent (acting on the instructions of the Majority Senior
        Creditors (as defined in the Intercreditor Agreement)).

23.4     OBLIGORS:  Each Obligor irrevocably authorises the Parent:

        (a)     to give all notices and instructions and make such agreements
                expressed to be capable of being given or made by the Parent on
                behalf of the Obligors or any of them under this Agreement; and


        (b)     to agree on behalf of the Obligors or any of them the terms of
                any consents or waivers given or required under the Senior
                Finance Documents and all amendments made to any of them
                (including this Agreement),

        notwithstanding in either case that they may affect rights and
        obligations of such Obligor and in either case without further reference
        to or the consent of such Obligor and such Obligor shall as regards each
        of the other parties to this Agreement and the other Senior Finance
        Documents be bound thereby as though it had itself given such notice of
        instruction, made such agreement or agreed such consent, waiver or
        amendment.

23.5    NO IMPLIED WAIVERS

        (a)     FAILURE TO EXERCISE RIGHTS: No failure or delay by any Senior
                Finance Party in exercising any right, power or privilege under
                any of the Senior Finance Documents will operate as a waiver
                thereof nor will any single or partial exercise of any right,
                power or privilege preclude any other or further exercise
                thereof or the exercise of any other right, power or privilege.

        (b)     CUMULATIVE RIGHTS: The rights and remedies provided in the
                Senior Finance Documents are cumulative and not exclusive of any
                rights and remedies provided by law and all such rights and
                remedies howsoever arising will, save where expressly provided
                to the contrary therein, be available to the Senior Finance
                Parties severally and any Senior Finance Party shall be entitled
                to commence proceedings in connection therewith in its own name.




                                      100
<PAGE>

        (c)     GRANT OF WAIVERS: A waiver given or consent granted by the any
                Senior Finance Party under the Senior Finance Documents will be
                effective only if given in writing and then only in the instance
                and for the purpose for which it is given.

24      INDEMNITIES

24.1    INITIAL EXPENSES: The Parent will, or will procure that a member of the
        Group will, on demand pay and reimburse to the Facility Agent, the
        Security Agent and the Arrangers, on the basis of a full indemnity, all
        reasonable costs and expenses (including legal fees and other
        out-of-pocket expenses and any irrecoverable value added tax or other
        similar tax thereon) properly incurred by the Facility Agent, the
        Security Agent or the Arrangers in connection with:-

        (a)     the negotiation, preparation, execution and completion of each
                of the Senior Finance Documents,

        (b)     any variation, amendment, restatement, waiver, consent or
                suspension of rights (or any proposal for any of the same)
                relating to any of the Senior Finance Documents which is
                requested by or on behalf of an Obligor or which becomes
                necessary as a result of circumstances affecting any Obligor;

        (c)     the investigation of any Event of Default or Potential Event of
                Default; and

        (d)     legal fees incurred in connection with syndication of the
                Facilities.

24.2    ENFORCEMENT EXPENSES: The Parent will, or will procure that a member of
        the Group will, on demand pay and reimburse to each Senior Finance
        Party, on the basis of a full indemnity, all costs and expenses
        (including legal fees and other out of pocket expenses and any value
        added tax or other similar tax thereon) properly incurred by such Senior
        Finance Party in connection with the preservation, enforcement or the
        attempted preservation or enforcement of any of such Senior Finance
        Party's rights under any of the Senior Finance Documents.

24.3    STAMP DUTIES, ETC.: The Parent will, or will procure that a member of
        the Group will, pay and on demand indemnify each Senior Finance Party
        from and against any liability for any stamp duty, documentary or
        registration taxes or notarial fees which are or may hereafter become
        payable in connection with the entry into, performance, execution or
        enforcement of any of the Senior Finance Documents or to which any of
        the Senior Finance Documents may otherwise be or become subject or give
        rise other than duties, taxes or fees chargeable on or in respect of any
        transfer or assignment of any of its rights or benefits by any Bank
        pursuant to Clause 20 (Assignments and Transfers). The Parent will, or
        will procure that a member of the Group will, in addition on demand
        indemnify each of the Senior Finance Parties from and against any losses
        or liabilities which they incur as a result of any delay or omission by
        the Parent to so pay any such duties, taxes or fees.

24.4    GENERAL INDEMNITY: The Parent shall, or will procure that a member of
        the Group will, on demand indemnify each of the Senior Finance Parties
        against any funding or other cost, loss, expense or liability (but
        excluding loss of profit) sustained or incurred by it as a result of:

        (a)     a Drawing not being made by reason of non-fulfilment of any of
                the conditions in Clauses 4.1 (Initial Conditions Precedent) or
                4.2 (Additional Conditions Precedent);

        (b)     any sum payable by any Borrower under the Senior Finance
                Documents not being paid when due (but credit shall be given to
                such Borrower for any interest paid when due);

        (c)     the occurrence of any Event of Default or any breach of the
                Senior Finance Documents;

        (d)     the accelerated repayment of the Advances under Clause 17.2
                (Cancellation and Repayment);




                                      101
<PAGE>

        (e)     the receipt or recovery by any Senior Finance Party (or the
                Facility Agent on its behalf) of all or part of any Advance or
                overdue sum otherwise than on the last day of an Interest Period
                relating to that Advance or overdue sum; or

        (f)     any prepayment payable by any Borrower under the Senior Finance
                Documents not being paid after notice of such prepayment has
                been made to the Facility Agent,

        provided that such cost, loss, expense or liability is not incurred as a
        result of the gross negligence or wilful misconduct of the relevant
        Senior Finance Party, or the inability of the relevant Senior Finance
        Party to fund itself on a matched basis in the London interbank market
        other than if the provisions of Clauses 11.3 or 13.4 apply.

        Without prejudice to its generality, the foregoing indemnity:-

        (a)     extends to any interest, fees or other sums whatsoever paid or
                payable on account of any funds borrowed in order to fund any
                amount which an Obligor fails to pay in breach of this Agreement
                and to any loss, premium, penalty or expenses which may be
                incurred in liquidating or employing deposits from third parties
                acquired to make, maintain or fund outstanding Advances or any
                other amount due or to become due under this Agreement; and

        (b)     will entitle the relevant Senior Finance Party to recover
                breakage costs from the Parent in the event of an Advance or
                other sum being repaid or pre-paid prior to the last day of an
                Interest Period even though the relevant Senior Finance Party
                has financed such Advance or other sum from its own resources,
                the costs it thereby incurs being calculated on the assumption
                it had borrowed an amount equal to the Advance or other sum in
                question in the London interbank market for the duration of the
                relevant Interest Period.

24.5    CURRENCY INDEMNITY: Without prejudice to Clause 24.4 (General
        Indemnity), if:-

        (a)     any amount payable by any Obligor under or in connection with
                any Senior Finance Document is received by any Senior Finance
                Party (or by the Facility Agent on behalf of any Senior Finance
                Party) in a currency (the "PAYMENT CURRENCY") other than that
                agreed in the relevant Senior Finance Document (the "AGREED
                CURRENCY"), whether as a result of any judgement or order or the
                enforcement thereof, the liquidation of the relevant Obligor or
                otherwise and the amount produced by converting the Payment
                Currency so received into the Agreed Currency is less than the
                relevant amount of the Agreed Currency; or

        (b)     any amount payable by any Obligor under or in connection with
                any Senior Finance Document has to be converted from the Agreed
                Currency into another currency for the purpose of (i) making or
                filing a claim or proof against any Obligor, (ii) obtaining an
                order or judgment in any court or other tribunal or (iii)
                enforcing any order or judgment given or made in relation to any
                Senior Finance Document,

        then the Obligor will, as an independent obligation, indemnify the
        relevant Senior Finance Party for the deficiency and any loss sustained
        as a result. Any conversion required will be made at such prevailing
        rate of exchange on such date and in such market as is determined by the
        relevant Senior Finance Party as being most appropriate for the
        conversion. The Obligor will, in addition pay the costs of the
        conversion.

24.6    WAIVER: The Parent waives any right it may have in any jurisdiction to
        pay any amount under any Senior Finance Document in a currency other
        than that in which it is expressed to be payable in the relevant Senior
        Finance Document.

24.7    SENIOR FINANCE PARTY INDEMNITY: The Parent agrees to indemnify and hold
        harmless each Senior Finance Party and each of their affiliates and
        their officers, directors, employees, agents and advisors (each, an
        "INDEMNIFIED PARTY") from and against any and all claims, damages,
        losses, liabilities and



                                      102
<PAGE>


        expenses (including, without limitation, reasonable fees and expenses of
        counsel) that may be incurred by or asserted or awarded against any
        Indemnified Party, in each case arising out of or in connection with or
        by reason of, or in connection with the preparation for a defence of,
        any investigation (which results in any litigation or proceeding),
        litigation or proceeding arising out of, related to or in connection
        with any failure by a member of the Group to comply with any
        Environmental Law or Environmental Consent or with any regulatory
        consent, whether or not such investigation, litigation or proceeding is
        brought by the Parent, its shareholders or creditors or an Indemnified
        Party or an Indemnified Party is otherwise a party thereto, except to
        the extent such claim, damage, loss, liability or expense is found by a
        court of competent jurisdiction to have resulted from such Indemnified
        Party's, gross negligence or wilful misconduct, provided that:

        (a)     the potential Indemnified Party shall immediately inform the
                Parent of any circumstances of which it is aware and which would
                be reasonably likely to give rise to any such investigation,
                litigation or proceeding (whether or not any such investigation,
                litigation or proceeding has occurred or been threatened); and

        (b)     the Indemnified Party will consult with the Parent with respect
                to conduct of any such investigation, litigation or proceeding;
                and

        (c)     the Indemnified Party will not agree to a settlement of any such
                investigation, litigation or proceeding without the consent of
                the Parent.

        No act, failure to act, or breach by a Senior Finance Party shall affect
        the rights of any other Senior Finance Party under this Clause.

25      PARTIAL INVALIDITY

        If any provision of this Agreement is or becomes invalid, illegal or
        unenforceable in any respect in any jurisdiction, that shall not affect
        the legality, validity or enforceability of the remaining provisions in
        that jurisdiction or that or any other provision in any other
        jurisdiction.

26      GOVERNING LAW AND SUBMISSION TO JURISDICTION

26.1     GOVERNING LAW: This Agreement (and any dispute, controversy,
         proceedings or claims of whatever nature arising out of or in any way
         relating to this Agreement) shall be governed by and construed in all
         respects in accordance with English law.

26.2    SUBMISSION TO JURISDICTION: For the benefit of each of the Senior
        Finance Parties, each Obligor irrevocably submits to the jurisdiction of
        the courts in England for the purpose of hearing and determining any
        dispute arising out of this Agreement and for the purpose of enforcement
        of any judgement against its assets.

26.3    FREEDOM OF CHOICE: The submission to the jurisdiction of the courts
        referred to in Clause 26.2 (Submission to Jurisdiction) shall not (and
        shall not be construed so as to) limit the right of any Senior Finance
        Party to take proceedings against any Obligor in the courts of any
        country in which any Obligor has assets or in any other court of
        competent jurisdiction nor shall the taking of proceedings in any one or
        more jurisdictions preclude the taking of proceedings in any other
        jurisdiction (whether concurrently or not) if and to the extent
        permitted by applicable law.

26.4    PROCESS AGENT: Each Obligor which is not a company incorporated in
        England and Wales hereby irrevocably and unconditionally appoints and
        agrees to maintain the Parent as its agent in England to receive, for
        and on behalf of itself, service of process in such jurisdiction in any
        suit, action or proceeding (together "PROCEEDINGS") in relation to such
        dispute or enforcement.

26.5    SERVICE: Each Obligor hereby irrevocably and unconditionally:-




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<PAGE>

        (a)     waives any objection it may now or at any time have on any
                grounds whatsoever to the laying of venue of any Proceedings, in
                any of the aforesaid courts;

        (b)     agrees that failure by any such process agent to give notice of
                the process to it shall not impair the validity of such service
                or of any judgment based on that service;

        (c)     agrees that nothing in any of the Senior Finance Documents shall
                affect the right to serve process in any other manner permitted
                by law;

        (d)     to the fullest extent permitted by law, waives any right it may
                have in any jurisdiction to have any Proceedings take the form
                of a trial by jury; and

        (e)     agrees that a judgment or order of an English court in
                connection with the Senior Finance Documents is conclusive and
                binding on it and maybe enforced against it in the courts of any
                other jurisdiction.

27      COUNTERPARTS

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

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




                                      104
<PAGE>



                                   SCHEDULE 1

                                    THE BANKS


<TABLE>
<CAPTION>
                                              Tranche A         Tranche B         Tranche C         Revolving
                                            Term Facility     Term Facility     Term Facility        Facility
                                              Commitment        Commitment        Commitment        Commitment
                                           (Pound Sterling)  (Pound Sterling)  (Pound Sterling)       (US$)
DEUTSCHE BANK AG LONDON                       47,500,000        35,000,000        25,000,000        42,500,000
Lending Office:
<S>                                        <C>               <C>               <C>               <C>
1 Great Winchester Street
London EC2N 2BB

Facsimile: 0171 933 3419/0171 545 4638


Attention: Barry Jeffries/Jason Charles


MERRILL LYNCH CAPITAL CORPORATION             47,500,000        35,000,000        25,000,000        42,500,000
Lending Office:
World Financial Centre
North Tower
250 Vesey Street
New York, NY 10281-1316


Facsimile: 001 212 738 1719


Attention: Mark Campbell/
            Pete Wersching
                                            -------------      ------------     --------------     ------------
                                              95,000,000        70,000,000        50,000,000        85,000,000
</TABLE>



                                      105
<PAGE>



                                   SCHEDULE 2

                        THE BORROWERS AND THE GUARANTORS

                             PART A - THE BORROWERS




Ineos Acrylics UK Finco Limited
Ineos Acrylics UK Trader Limited
ICI Acrylics Inc. (subject to accession in accordance with the terms hereof)
US HoldCo (subject to accession in accordance with the terms hereof)



                             PART B - THE GUARANTORS



UK ParentCo 2 (subject to accession in accordance
with the terms hereof) Ineos
Acrylics UK Finco Limited
Ineos Acrylics UK Overseas HoldCo1 Limited
Ineos Acrylics UK PartnerCo1 Limited
Ineos Acrylics UK PartnerCo2 Limited
Ineos Acrylics UK Trader Limited
Ineos Acrylics UK Trader HoldCo Limited
Ineos Acrylics US HoldCo Limited
UK ParentCo 3
Dutch Overseas Holdco (subject to accession in
accordance with the terms hereof)
ICI Acrylics Inc. (subject to accession in accordance
with the terms hereof)
US HoldCo (subject to accession in accordance with
the terms hereof)
US Partnership (subject to accession in accordance
with the terms hereof)


                                      106

<PAGE>



                                   SCHEDULE 3

                        DOCUMENTARY CONDITIONS PRECEDENT


1.      FORMALITIES CERTIFICATE(s): a certificate from each Obligor in the form
        set out in Schedule 12 signed by an authorised director or the secretary
        of such Obligor which shall have attached to it the documents referred
        to in such certificate including, without limitation, the constitutional
        documents of such Obligor and board and shareholder resolutions
        approving the Transaction Documents to which such Obligor is a party all
        such documents to be in the agreed form (including, without limitation,
        all documentation required in relation to financial assistance laws (if
        applicable)).

2.      SENIOR FINANCE DOCUMENTS: each of the following documents in the agreed
        form duly executed and delivered by all parties thereto:-

        (1)     this Agreement;

        (2)     Accession Documents executed by UK ParentCo 2, Dutch Overseas
                HoldCo, ICI Acrylics Inc., US HoldCo and US Partnership pursuant
                to the terms of which they accede to this Agreement and the
                Intercreditor Agreement as Borrowers (in the case of ICI
                Acrylics Inc. and US HoldCo) and Guarantors.

        (3)     each Security Document;

        (4)     the Intercreditor Agreement;

        (5)     the Fees Letters; and

        (f)     the Investor Side-Letter.

3.      SENIOR SUBORDINATED FINANCE DOCUMENTS: certified copies of the Bridge
        Facility Agreements in the agreed form duly executed and delivered by
        all parties thereto.

4.      INVESTOR DOCUMENTS: certified copies of the following documents in the
        agreed form duly executed and delivered by all parties thereto:-

        (a)     Investment Agreement;

        (b)     Articles of Association of the Parent.

5.      ACQUISITION DOCUMENTS: certified copies of the following documents in
        the agreed form duly executed and delivered by all parties thereto:-

        (a)     the Acquisition Agreement; and

        (b)     the Disclosure Letter (as defined in the Acquisition Agreement).

6.      STRUCTURE DOCUMENT: a copy of the Structure Document certified by a
        director of the Parent as true and correct.

7.      REPORTS: originals of each of the Reports duly addressed to each of the
        Senior Finance Parties (and the successors, assignees and transferees)
        or accompanied by confirmation from the person that has produced the
        relevant Report that the same may be relied upon by the Senior Finance
        Parties (and their successors, assignees and transferees), with the tax
        report produced by PricewaterhouseCoopers to contain confirmation of the
        funds flow at Completion and confirmation that the proposed funds flow
        of the Group to service its Financial Indebtedness, including without
        limitation, the Facilities does not have adverse legal, tax or
        accounting consequences.

8.      FINANCIAL INFORMATION: certified copies of:-



                                      107
<PAGE>



        (a)     the Latest Audited Accounts and the consolidated audited
                accounts for the financial years ending 1996 and 1997;

        (b)     the Latest Management Accounts;

        (c)     the Agreed Financial Projections and the business plan for the
                Business; and

        (d)     the pro forma income statement for the 12 month periods ending
                31 December 1998 and 30 June 1999 and the pro forma balance
                sheet for 30 June 1999.

9.      SECURITY RELEASES: evidence that all Security Interests in favour of
        third parties granted by any member of the Target or any of its
        Subsidiaries (and which are not permitted under the terms of this
        Agreement) have been or will be discharged and released on the
        Completion Date.

10.     CONSENTS/NOTICES: all landlord consents (other than in the United States
        of America) which the Security Agent requires in connection with the
        creating of any Security Interest contained in any Security Document and
        all notices of assignment or charge required to be given under the terms
        of the Security Documents.

11.     SHARE CERTIFICATES AND STOCK TRANSFERS: share certificates in respect of
        each member of the Group other than the Parent, UK ParentCo 1 and UK
        ParentCo 2 together with stamped, executed blank stock transfers or
        other relevant transfer documents in respect of all shares charged or
        pledged under the Security Documents.

12.     INSURANCE LETTER: a letter from the insurance brokers of the Group duly
        addressed to the Senior Finance Parties (and the successors, assignees
        and transferees) to contain a list of all insurance policies of the
        Group required to be taken out in accordance with Clause 16.2
        (Insurances) and including confirmation that such insurance policies are
        adequate and are in full force and effect, and that the security
        interest of the Senior Finance Parties will be noted on such insurance
        policies.

13.     CONSENTS AND FILINGS: a certificate in the agreed form signed by a
        director of the Parent certifying that no consents and filings (other
        than those which have been obtained and which are listed in such
        certificate) are necessary for any of the transactions contemplated by
        the Finance Documents and the other Transaction Documents and their
        validity and/or enforceability have been obtained and are in full force
        and effect.

14.     INTRA-GROUP LOANS: certified copies of any inter-company loan
        documentation between Obligors in relation to any inter-company loans
        made or to be made on or after the Completion Date including the
        Inter-Company Loan Agreements and the Finco/Bondco Loan Agreement.

15.     COMPLETION:

        (a)     a certificate in the agreed form signed by a director of the
                Parent and addressed to the Facility Agent confirming that all
                conditions precedent to the Acquisition Documents (other than
                payment of the price) have been satisfied, that the provisions
                of Clause 16.2(f)(ii) (Acquisition Documents) have been complied
                with and that the Local Asset Sale Agreements and Local Share
                Sale Agreements (as such terms are defined in the Acquisition
                Agreement) are completed in accordance with their terms (save as
                they relate to a Delayed Completion);

        (b)     evidence that all conditions (other than provision of the
                Facilities) to the Bridge Finance Documents have been satisfied.

16.     FEES: an instruction to the Facility Agent that all fees payable in
        accordance with the Fees Letters and all other fees, costs and expenses
        (including, without limitation, legal fees and all costs of
        registration,


                                      108
<PAGE>


        property transfers, security or otherwise) details of which are
        specified in such instruction may be deducted from the first Advance
        under this Agreement.

17.     STAMP DUTY: evidence satisfactory to the Facility Agent that all stamp
        duty payable in connection with the Acquisition has been paid or will be
        paid immediately following completion other than stamp duty payable on
        documents executed outside the United Kingdom.

18.     LEGAL OPINIONS:

        (a)     a legal opinion of Shearman & Sterling as to matters of English
                law in form and substance satisfactory to the Facility Agent;

        (b)     a legal opinion of Simpson Thacher & Bartlett as to matters of
                US law in form and substance satisfactory to the Facility Agent;

        (c)     a legal opinion of Trenite van Doorne as to matters of Dutch law
                in form and substance satisfactory to the Facility Agent.

19.     TITLE DEEDS: all original title deeds and (if appropriate) Land
        Certificates (or, in the case of the property known as Chapel's Park, a
        statutory declaration from Field Fisher Waterhouse) in respect of the
        relevant Obligor's interest in real property in the United Kingdom
        together with such undertakings as to the safe custody and delivery of
        documents of title and such copies of such documents as the Facility
        Agent may require.

20.     PROPERTY REGISTRATION UNDERTAKING: a letter from Freshfields or such
        other firm of solicitors as the Security Agent may require addressed to
        the Security Agent undertaking:-

        (a)     to deal with registration of the Security Agent's legal charges
                over such of the relevant Obligors' Properties as are situate in
                England and Wales (subject to the limitation referred to in the
                Reports prepared by Freshfields); and

        (b)     subject as required to comply with (a) above, to hold the title
                deeds to such properties to the order of the Security Agent.

21.     PROPERTY SEARCHES: official priority searches relating to the Properties
        situated in the UK charged under the Security Documents in favour of the
        Security Agent in respect of any registered titles giving a sufficient
        period of priority and official priority searches relating to the
        Properties charged under the Security Documents in favour of the
        Security Agent in respect of any unregistered land in respect of each of
        the land charges registers giving a sufficient period of priority.

22.     US CONDITIONS PRECEDENT:

        (a)     executed copies of Financing Statements (Form UCC-1 and/or
                UCC-2) or appropriate local equivalent in appropriate form for
                filing under the UCC or appropriate local equivalent of each
                jurisdiction as agreed between the Parent and the Facility Agent
                to perfect the Security Interests purported to be created by
                each Security Document (including any assignment of any existing
                security) entered into by a member of the Group incorporated in
                a state of the United States of America or in respect of shares
                of any such company (each such Security Document a "US SECURITY
                DOCUMENT");

        (b)     certified copies of Requests for Information or Copies (Form
                UCC-11), or equivalent reports, each of a recent date listing
                all effective Financing Statements that name the Business or any
                member of the Group or a division or operating unit of any such
                person, as debtor and that are filed in the jurisdictions
                referred to in (a) above, together with copies of such Financing



                                      109
<PAGE>


                Statements in respect of all of which appropriate termination
                statements executed by the secured lender thereunder shall be
                delivered to the Facility Agent;

        (c)     evidence of the completion of all other recordings and filings
                of, or with respect to, each US Security Document as may be
                necessary to perfect the Security Interests intended to be
                created by the US Security Documents;

        (d)     mortgagee title insurance policies (or binding commitments to
                issue such title insurance policies) issued by title insurers
                reasonably satisfactory to the Facility Agent (the "MORTGAGE
                POLICIES") on terms and in amounts reasonably satisfactory to
                the Facility Agent and assuring the Facility Agent that the
                mortgages over the fee properties in the United States of
                America created under the US Security Documents are valid and
                enforceable first priority Security Interests on the respective
                properties, free and clear of all defects and encumbrances
                except Security Interests permitted under this agreement. Such
                Mortgage Policies shall be in form and substance satisfactory to
                the Facility Agent and (i) shall include an endorsement for
                future advances under this Agreement and for any other matter
                that the Facility Agent in its discretion may reasonably request
                (to the extent available in the respective jurisdiction of each
                relevant property), (ii) shall not include an exception for
                mechanics' liens and (iii) shall provide for affirmative
                insurance and such reinsurance (including direct access
                agreements) as the Facility Agent in its discretion may
                reasonably request;

        (e)     a solvency certificate issued by each US Obligor and addressed
                to the Facility Agent confirming the solvency of such Obligor
                immediately following entry by it into any US Security Document
                to which it is a party;

        (f)     delivery by each member of the Group which is incorporated in a
                state of the United States of America of stock certificates,
                instruments and other collateral the delivery of which is
                required by the Security Agent pursuant to the US Security
                Documents.




                                      110
<PAGE>



                                   SCHEDULE 4

                             FORM OF DRAWING REQUEST


To:             Deutsche Bank AG LONDON
                (as Facility Agent for the Banks)

ATTENTION:

DATE:

From:             [NAME OF COMPANY]

Dear Sirs,

        FACILITIES AGREEMENT DATED [-] 1999 (THE "FACILITIES AGREEMENT")

We request a Drawing of the [Tranche A Term/Tranche B Term/Tranche C
Term/Revolving] Facility as follows:

[ADVANCE]

1.       Amount:
2.       Facility:
3.       Drawing Date:
4.       Interest Period:
5.       Currency:
6.       Payment should be made to:
7.       Borrower:

[LETTER OF CREDIT/BANK GUARANTEE]

1.       Amount:
2.       Drawing Date:
3.       Duration:
4.       Currency:
5.       Beneficiary:
6.       Borrower:
7.       Obligation Guaranteed:

We attach the form of the proposed Letter of Credit/Bank Guarantee.

We confirm that:-

(i)     the representations and warranties made in Clause 15 (Representations
        and Warranties) of the Facilities Agreement stipulated as being made or
        repeated on the date hereof and on the date of the relevant Drawing are
        true and accurate as if made with respect to the facts and circumstances
        existing on such date; and

(ii)    no Event of Default or Potential Event of Default has occurred and is
        continuing or will occur as a result of the proposed Drawing being made.

Terms defined in the Facility Agreement shall have the same meanings when used
in this request.

                          ...........................
                             [AUTHORISED SIGNATORY]
                              for and on behalf of
                                [BORROWER/PARENT]



                                      111
<PAGE>



                                   SCHEDULE 5

                              ADDITIONAL COSTS RATE


1.      The Additional Costs Rate shall be the rate determined by the Facility
        Agent to be equal to the arithmetic mean (rounded upwards, if necessary,
        to four decimal places) of the rates notified by each of the Reference
        Banks in accordance with its respective status weighted in proportion to
        the percentage participation of that Reference Bank in the related
        Advance to the Facility Agent as the rate resulting from the application
        (as appropriate) of the following formulae:

        in relation to Sterling Advances:

                            XL + S(L-D) + (E x 0.01)
                            ------------------------

                                   100 - (X+S)

        in relation to other Advances:

                                    E x 0.01
                                    --------

                                       300

        where, in each case, on the day of application of a formula:

        X       is the percentage of Eligible Liabilities (in excess of any
                stated minimum) by reference to which the Reference Bank is
                required under or pursuant to the Bank of England Act 1998 to
                maintain cash ratio deposits with the Bank of England;

        L       is the interest rate at which Sterling deposits for the relevant
                Interest Period are offered to the Reference Bank in the London
                Interbank Market at or about 11.00 a.m. on the first day of that
                Interest Period;

        E       is the rate of charge being payable by that Bank to the
                Financial Services Authority ("FSA") pursuant to paragraph 2.02
                or 2.03 (as the case may be) of the Fees Regulations (but where,
                for this purpose, the figures at paragraph 2.02(b) and 2.03(b)
                of the Fees Regulations shall be deemed to be zero) and
                expressed in pounds per Pound Sterling1 million of the Fee Base
                of that Reference Bank;

        S       is the level of interest bearing Special Deposits, expressed as
                a percentage of Eligible Liabilities, which the Reference Bank
                is required to maintain by the Bank of England (or other United
                Kingdom governmental authorities or agencies); and

        D       is the percentage rate per annum payable by the Bank of England
                to the Reference Bank on Special Deposits.

        (X, L, S and D shall be expressed in the formula as numbers and not as
        percentages. A negative result obtained from subtracting D from L shall
        be counted as zero).



                                      112

<PAGE>

2.      For the purposes of this Schedule 5:-

        "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS" have the meanings given to
        those terms under or pursuant to the Bank of England Act 1998 or by the
        Bank of England (as may be appropriate), on the day of the application
        of the formula;

        "FEE BASE" has the meaning given to that term for the purposes of, and
        shall be calculated in accordance with, the Fees Regulations;

        "FEES REGULATIONS" means, as appropriate, either:

        (a)     the Banking Supervision (Fees) Regulations 1999; or

        (b)     such regulations as from time to time may be in force, relating
                to the payment of fees for banking supervision in respect of
                periods subsequent to 31 March 2000.

3.      The Additional Costs Rate shall be calculated at or about 11.00 a.m. on
        the first day of each Interest Period and for the duration of such
        Interest Period and shall be payable on the date on which interest is
        payable in respect of the relevant Advance in accordance with the terms
        of this Agreement.

4.      Each Reference Bank shall determine the Additional Costs Rate by
        application of the formula set out in paragraph 1 above on the first day
        of each Interest Period and shall notify the Facility Agent of such
        determination as soon as it has been made. Promptly upon receipt of
        notifications from each of the Reference Banks, the Facility Agent shall
        calculate the Additional Costs Rate for the purposes of this Agreement.

5.      In the event that there is any change in applicable law or regulation,
        or the interpretation thereof, by any agency of any state, or in the
        nature of any request or requirement by the Financial Services
        Authority, the Bank of England, or other applicable banking or
        regulatory authority, the effect of which is to impose, modify or deem
        applicable any fees or any reserve, special deposit, liquidity or
        similar requirements against assets held by, or deposits in, or for the
        account of, or advances by the Banks, or in any other respect
        whatsoever, the Facility Agent shall be entitled to vary the formula set
        forth in paragraph 1 above so as (but only so as) to restore the Banks'
        position - in terms of overall return to the Banks - to that which
        prevailed before such change became necessary. The Facility Agent shall
        notify the Parent of any such necessary variation to the formula and the
        formula, as so varied, shall be the formula for the purposes of this
        Agreement with effect from the date of notification.




                                      113
<PAGE>



                                   SCHEDULE 6

                             TRANSFER CERTIFICATE (1)


            [(REFERRED TO IN CLAUSE 20 (ASSIGNMENTS AND TRANSFERS))]

To:     Deutsche Bank AG LONDON

                  [Details]

        for and on behalf of the Obligors and the Banks

        (each as defined in the Facilities Agreement referred to below).


This transfer certificate (this "CERTIFICATE") relates to a Facilities Agreement
dated [-] 1999 and made between, inter alia, [-] as Parent, the banks and
financial institutions named therein as Original Banks and Deutsche Bank AG
LONDON as Facility Agent and Deutsche Bank AG LONDON as Security Agent (the
"FACILITIES AGREEMENT" which expression includes any amendments or supplements
thereto or restatements thereof). Terms defined in the Facilities Agreement
shall, unless otherwise defined in this Certificate, have the same meanings when
used in this Certificate.

1.      TRANSFEROR CONFIRMATION AND REQUEST: [Name of Transferor] (the
        "Transferor") by its execution of this Certificate:-

        (i)     requests [NAME OF TRANSFEREE] (the "TRANSFEREE") to accept and
                procure, in accordance with Clause 20 (Assignments and
                Transfers) of the Facilities Agreement, transfer to the
                Transferee of the portion of the Transferor's participation in
                the Facilities as specified in the First Schedule of this
                Certificate (the "TRANSFER RIGHTS") by counter-signing this
                Certificate and delivering it to the Facility Agent at its
                address for the giving of notices under the Facilities Agreement
                so as to take effect on the date specified in the Second
                Schedule of this Certificate (the "TRANSFER DATE"); and

        (ii)    confirms that the details which appear in the First Schedule of
                this Certificate accurately record respectively, the amount of
                the Transferor's Commitment and the principal amount of the
                Transfer Rights at the date of this Certificate.

2.      TRANSFEREE REQUEST: The Transferee by its execution of this Certificate
        requests each Obligor, the Banks and the Facility Agent to accept this
        Certificate as being delivered under and for the purposes of Clause 20.6
        (Transfers by Banks) of the Facilities Agreement so as to take effect in
        accordance with the terms of that clause on the Transfer Date.

3.      TRANSFER FEE: The Transferee undertakes to pay to the Facility Agent for
        the Facility Agent's own account a transfer fee of Pound Sterling750 as
        provided in Clause 20.7 (Assignment and Transfer Fees) of the Facilities
        Agreement.


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


1       Each of the Transferor and Transferee should ensure that all regulatory
requirements are satisfied in connection with its entry into of any Transfer
Certificate. Steps may be required to be taken to preserve security interests
for the benefit of a Transferee and appropriate advice should be taken.




                                      114
<PAGE>


4.      TRANSFEREE REPRESENTATIONS: The Transferee hereby:-

        (i)     confirms that it has received from the Transferor a copy of the
                Facilities Agreement together with such other documents and
                information as it has requested in connection with this
                certificate;

        (ii)    confirms that it has not relied, and will not hereafter rely, on
                the Transferor or any Senior Finance Party to check or enquire
                on its behalf into the legality, validity, effectiveness,
                adequacy, accuracy or completeness of any such documents or
                information;

        (iii)   agrees that it has not relied, and will not hereafter rely, on
                the Transferor or any other Senior Finance Party to assess or
                keep under review on its behalf the financial condition,
                creditworthiness, condition, affairs, status or nature of any
                Obligor, any Subsidiary of any Obligor or any other party to the
                Facilities Agreement; and

        (iv)    represents and warrants to the Transferor and all other parties
                to the Facilities Agreement that it has power to become a party
                to the Facilities Agreement as a "Bank" on the terms herein and
                therein set out and has taken all necessary steps to authorise
                execution and delivery of this Certificate.

5.      TRANSFEREE COVENANTS: The Transferee hereby undertakes with the
        Transferor and all other parties to the Facilities Agreement that it
        will perform in accordance with its terms all those obligations which,
        by the terms of the Facilities Agreement, will be assumed by it
        following delivery of this Certificate to the Facility Agent.

6.      EXCLUSION OF TRANSFEROR'S LIABILITIES: Neither the Transferor nor any
        other Senior Finance Party makes any representation or warranty nor
        assumes any responsibility with respect to the legality, validity,
        effectiveness, adequacy or enforceability of the Senior Finance
        Documents or assumes any responsibility for the financial condition of
        any Obligor, any Subsidiary of any Obligor or any other party to the
        Senior Finance Documents or for the performance and observance by any
        Obligor of any of its obligations under the Senior Finance Documents and
        any and all such conditions and warranties, whether express or implied
        by law or otherwise, are hereby excluded.

7.      NOVATION: On execution of this Certificate by the Facility Agent the
        Transferee will become a party to the Facilities Agreement, on and with
        effect from the Transfer Date in substitution for the Transferor with
        respect to those rights and obligations which by the terms of the
        Facilities Agreement and this Certificate are assumed by the Transferee.

8.      LAW: This Certificate and the rights and obligations of the parties
        hereto shall be governed by and construed in accordance with English
        Law.

AS WITNESS the hands of authorised signatories for and on behalf of the
Transferor, the Transferee and the Facility Agent on the respective dates
appearing below.




                                      115
<PAGE>



                   FIRST SCHEDULE TO THE TRANSFER CERTIFICATE



Transferor's Existing Term Commitment:

<TABLE>
<S>                                                                                           <C>
         (a)Tranche A Facility                                                                    Pound Sterling

(b)      Tranche B Facility                                                                       Pound Sterling

(c)      Tranche C Facility                                                                       Pound Sterling


Transferor's Existing Revolving Commitment:                                                       Pound Sterling


Portion of Transferor's Existing [TERM A/B/C COMMITMENT/PARTICIPATION IN TERM A/B/C               Pound Sterling
                                    ADVANCE] to be transferred:

Portion of Transferor's Existing Revolving Commitment to be transferred:                          Pound Sterling

[PARTICIPATION IN REVOLVING ADVANCE(s) TO BE TRANSFERRED (2):-

REVOLVING           PARTICIPATION: POUND STERLING     INTEREST PERIOD:     MONTHS, MATURITY DATE:      19
ADVANCE 1:

REVOLVING           PARTICIPATION: POUND STERLING     INTEREST PERIOD:     MONTHS, MATURITY DATE:      19
ADVANCE 2:

[REVOLVING
ADVANCE  [ ]        Participation: Pound Sterling     Interest Period:     months, Maturity Date:      19
</TABLE>



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

        (2)     Only relevant if Transfer Date is during an Interest Period.



                                      116
<PAGE>



                   SECOND SCHEDULE TO THE TRANSFER CERTIFICATE

                     Particulars relating to the Transferee



Transfer Date:

Lending Office:

Contact Name:

Account for Payments:

Address for Notices:

Telephone:

Telex:

Facsimile:


                            SIGNATURE CLAUSES TO TRANSFER CERTIFICATE


[TRANSFEROR]                                            [TRANSFEREE]
By:                                                 By:
   ....................                                ....................

Date:         19                                    Date:         19



                                      117
<PAGE>


[FACILITY AGENT]
By:
   ....................

DATE:         19





                                      118
<PAGE>



                                   SCHEDULE 7

                               ACCESSION DOCUMENT


THIS ACCESSION AGREEMENT is made [                   ]

                                    BETWEEN:-

(1)              LIMITED (registered no.    ) (the "NEW [BORROWER/GUARANTOR]");

(2)      [                          ] (registered no.    ) (the "PARENT");

(3)      DEUTSCHE BANK AG LONDON in its capacity as Facility Agent under the
         Facilities Agreement.


                                    WHEREAS:-

(A)      This Agreement is entered into in connection with a facilities
         agreement (the "FACILITIES AGREEMENT") dated [-] 1999 and made between,
         inter alia, the Parent, the banks and financial institutions named
         therein and Deutsche Bank AG LONDON as Facility Agent.

(B)      This Agreement has been entered into to record the admission of the
         [New Borrower/Guarantor] as a [Borrower/Guarantor] under the Facilities
         Agreement.

                      NOW IT IS HEREBY AGREED AS FOLLOWS:-

1        DEFINITIONS

         Terms defined in the Facilities Agreement shall have the same meaning
         when used in this Agreement.

2        ADMISSION OF NEW [BORROWER/GUARANTOR]

2.1      The New [Borrower/Guarantor] agrees to become a [Borrower/Guarantor]
         under the Facilities Agreement and agrees to be bound by the terms of
         the Facilities Agreement as if it had been named as a
         [Borrower/Guarantor] thereunder.

2.2      The New [Borrower/Guarantor] thereby confirms the appointment of the
         Parent as its agent on the terms provided for in the Facilities
         Agreement in relation to Obligors.

2.3      The New [Borrower/Guarantor] confirms that its address details for
         notices the Facilities Agreement are as follows:-

         Address:

         Facsimile:

         Telex:

         Attention of:



                                      119
<PAGE>

2.4      By their signature below the parties to this Agreement (other than the
         New [Borrower/Guarantor]) confirm their acceptance of the New
         [Borrower/Guarantor] as a [Borrower/Guarantor] for the purpose of the
         Facilities Agreement.

3        GOVERNING LAW AND SUBMISSION TO JURISDICTION

         The provision of Clause 26 (Governing Law and Submission to
         Jurisdiction) shall apply to this Accession Agreement as though set out
         in full herein.



IN WITNESS WHEREOF THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE DULY EXECUTED ON
THE DATE FIRST WRITTEN ABOVE.

[Execution provisions]



                                      120
<PAGE>



                                   SCHEDULE 8

                              ANCILLARY FACILITIES


1        DEFINITIONS: IN THIS SCHEDULE, UNLESS THE CONTEXT OTHERWISE REQUIRES,
         THE FOLLOWING EXPRESSIONS HAVE THE FOLLOWING MEANINGS:

         "ANCILLARY LIMIT" means, in relation to an Ancillary Bank, the maximum
         exposure (excluding accrued uncapitalised interest, fees and like
         charges) which it has agreed to accept (whether by way of loan or
         otherwise) by way of Ancillary Facilities in accordance with Clause 2.2
         (Ancillary Facilities) less that part thereof cancelled, reduced or
         terminated from time to time in accordance with this Agreement and/or
         the relevant Ancillary Documents;

         "ANCILLARY OUTSTANDINGS" means, in relation to an Ancillary Bank at any
         time, the aggregate outstanding amount of the Ancillary Facilities due
         to that Ancillary Bank, at such time, calculated on the following
         basis:-

         (a)      all amounts of principal then outstanding under any overdraft
                  or other current account facilities, calculated on a net basis
                  in accordance with the usual practice of that Ancillary Bank;

         (b)      the amount of any outstanding utilisation of any BACS
                  facilities made available by that Ancillary Bank (to the
                  extent not included in the calculation of (a) above);

         (c)      the maximum liability under all guarantees, bonds and letters
                  of credit then outstanding and issued under any guarantee,
                  bonding or letter of credit facilities made available by that
                  Ancillary Bank; and

         (d)      in respect of any other facility or financial accommodation,
                  such other amount as that Ancillary Bank (acting reasonably)
                  may determine represents the aggregate exposure of that
                  Ancillary Bank with respect thereto in accordance with its
                  usual practice for calculating its exposure;

2        LIMITATIONS:

         (a)      The aggregate of the Advances drawn under the Revolving
                  Facility, the total Contingent Liability of the Revolving
                  Banks in relation to Letters of Credit and Bank Guarantees
                  issued under the Revolving Facility and the total Ancillary
                  Outstandings at any time may not exceed the aggregate of the
                  Commitments of the Revolving Banks in relation to the
                  Revolving Facility at that time (before (and ignoring) any
                  reduction therein on account of any Ancillary Limit).

         (b)      The Ancillary Outstandings of an Ancillary Bank may not at any
                  time exceed the Ancillary Limit of that Ancillary Bank.

         (c)      In the event that the Ancillary Limit of an Ancillary Bank
                  would exceed its Revolving Commitment it shall be entitled to
                  reduce the Ancillary Limit applicable to the Ancillary
                  Facilities by an amount equal to the excess and require the
                  Borrowers to prepay the Ancillary Outstandings in the amount
                  necessary to procure that the Ancillary Outstandings do not
                  exceed the Ancillary Limit.

         (d)      No member of the Group which is not also a Borrower under this
                  Agreement shall be permitted to draw the Ancillary Facilities.




                                      121
<PAGE>

         (e)      Each Ancillary Document shall be in a form approved by the
                  Facility Agent such approval not to be unreasonably withheld
                  or delayed in the event that such Ancillary Document is in
                  compliance with the requirements of the Senior Finance
                  Documents.

3        TERMS OF ANCILLARY FACILITIES: THE TERMS ON WHICH ANCILLARY FACILITIES
         ARE MADE AVAILABLE SHALL BE AS SET OUT IN THE RELEVANT ANCILLARY
         DOCUMENT AS AMENDED FROM TIME TO TIME BY AGREEMENT BETWEEN THE RELEVANT
         ANCILLARY BANK AND THE PARENT (WITH THE PRIOR WRITTEN APPROVAL OF THE
         FACILITY AGENT (SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD))
         PROVIDED ALWAYS THAT THE FOLLOWING PROVISIONS WILL APPLY TO THE
         ANCILLARY FACILITIES:-

         (a)      that no drawing of the Ancillary Facilities will be permitted
                  which gives rise to an actual or contingent liability of the
                  relevant Borrower to the Ancillary Bank which may mature after
                  or otherwise extend beyond the Revolving Facility Repayment
                  Date;

         (b)      in any circumstances where the relevant Borrower would be
                  obliged to prepay the Revolving Facility it will also prepay
                  the Ancillary Facilities (or provide appropriate cash cover)
                  and the Ancillary Facilities shall be cancelled in an amount
                  equal to each amount prepaid or provided as cash cover in
                  accordance with this paragraph (b);

         (c)      that unless the Majority Banks agree otherwise no utilisation
                  of the Ancillary Facilities shall be permitted if as a result
                  of the terms of Clause 4.2 (Additional Conditions Precedent)
                  the Borrowers would not be entitled to request a Revolving
                  Advance or the issue of a Letter of Credit or Bank Guarantee.

4        FEES: NO ANCILLARY BANK SHALL CHARGE INTEREST OR FEES IN RELATION TO
         ANCILLARY FACILITIES ANY GREATER THAN THOSE SET OUT BELOW:-

         (a)      a margin over cost of funds or base rate on any funded
                  drawings under the Ancillary Facilities equal to the Margin in
                  relation to the Revolving Facility;

         (b)      a fee on the contingent liability of the Ancillary Bank in
                  relation to any letter of credit, bank guarantee, performance
                  bond or similar instrument issued by the Ancillary Bank under
                  the Ancillary Facilities equal to the Margin; and

         (c)      usual bank charges and expenses payable in connection with the
                  provision of the Ancillary Facilities as agreed between the
                  Parent and the relevant Ancillary Bank.



                                      122

<PAGE>


                                   SCHEDULE 9

            PROVISIONS RELATING TO LETTERS OF CREDIT/BANK GUARANTEES


1.       DEMANDS: Each Issuing Bank shall forthwith notify the Facility Agent of
         any demand received by it under and in accordance with any Letter of
         Credit or Bank Guarantee (including details of the Letter of Credit or
         Bank Guarantee under which such demand has been received and the amount
         demanded) and the Facility Agent on receipt of any such notice shall
         forthwith notify the Parent, the Borrower for whose account that Letter
         of Credit or Bank Guarantee was issued (the "ACCOUNT PARTY") and each
         of the Revolving Banks.

2.       PAYMENTS:

         (a)      The Account Party shall immediately on receipt of any notice
                  from the Facility Agent under paragraph 1 (Demands) of this
                  Schedule pay to the Facility Agent for the account of the
                  relevant Issuing Bank the amount demanded from that Issuing
                  Bank as notified by the Facility Agent in accordance with that
                  paragraph less any amount standing to the credit of any Cash
                  Collateral Account and which has been paid to the credit of
                  that Cash Collateral Account (including interest accrued and
                  credited to that Cash Collateral Account) to provide cash
                  cover in respect of the Letter of Credit or Bank Guarantee
                  under which the relevant Issuing Bank has received demand.

         (b)      The Facility Agent shall pay to the relevant Issuing Bank any
                  amount received by it from the Account Party under paragraph
                  2(a) (Payments) of this Schedule together with any amount
                  standing to the credit of any Cash Collateral Account in
                  respect of the Letter of Credit or Bank Guarantee under which
                  such Issuing Bank has received demand.

3.       AUTHORITY TO PAY: The Account Party hereby irrevocably authorises each
         Issuing Bank to pay without investigation or confirmation by it any
         demand which appears on its face to be validly made under or pursuant
         to any Letter of Credit or Bank Guarantee issued by that Issuing Bank
         and agrees that as between itself, such Issuing Bank and the Banks,
         that any such demand (in the absence of manifest error) shall be
         conclusive evidence that demand has been properly made.

4.       INDEMNITY:

         (a)      The Account Party hereby irrevocably and unconditionally
                  agrees to indemnify each Issuing Bank and keep each Issuing
                  Bank indemnified on its first demand from and against all
                  actions, losses, damages, claims, proceedings, costs, demands
                  and liabilities which may be suffered or incurred by that
                  Issuing Bank (other than by reason of that Issuing Bank's
                  gross negligence or wilful misconduct) under or in connection
                  with any Letter of Credit or Bank Guarantee (including,
                  without limitation, by making payment of any amount which it
                  is required to pay under paragraph 2(a) (Payments) of this
                  Schedule).

         (b)      Without prejudice to the Account Party's obligations under
                  paragraph 4(a) (Indemnity) of this Schedule, each Revolving
                  Bank hereby irrevocably, unconditionally and severally agrees
                  to indemnify and pay to each Issuing Bank on its first demand
                  an amount equal to its proportion (determined pursuant to
                  Clause 3.1(e) (Basis of Participation) on the date of issue of
                  the relevant Letter of Credit or Bank Guarantee (subject as
                  provided in Clause 20 (Assignments and Transfers)) of the
                  amount which the Issuing Bank has paid under the relevant
                  Letter of Credit or Bank Guarantee.



                                      123
<PAGE>

         (c)      The Account Party hereby irrevocably and unconditionally
                  agrees to indemnify and keep indemnified each Revolving Bank
                  on its first demand from and against all actions, losses,
                  damages, claims, proceedings, costs, demands and liabilities
                  which may be suffered or incurred by such Revolving Bank as a
                  result of the obligations assumed by it to each Issuing Bank
                  under paragraph 4(b) (Indemnity) of this Schedule.

5.       INTEREST:

         (a)      The Account Party shall pay interest on all amounts paid by an
                  Issuing Bank under or in connection with any Letter of Credit
                  or Bank Guarantee or by any Revolving Bank under paragraph
                  4(b) (Indemnity) of this Schedule from (and including) the
                  date of payment by such Issuing Bank or such Revolving Bank
                  until the date of indemnification calculated and payable in
                  accordance with Clause 6.5 (Default Interest).

         (b)      Amounts standing to the credit of any Cash Collateral Account
                  opened with a Finance Party shall bear interest at the rate
                  normally offered by such Finance Party to corporate depositors
                  of amounts similar to the relevant amount for periods of
                  deposit similar to the anticipated period of deposit of the
                  relevant amount.

6.       CASH COVER:

         (a)      Any Obligor providing cash cover or paying any other sum to
                  the credit of a Cash Collateral Account (including, without
                  limitation, pursuant to Clause 8 (Prepayment)) in accordance
                  with the Senior Finance Documents shall (if such Cash
                  Collateral Account is not or will not be upon coming into
                  existence be subject to a fixed charge under a Security
                  Document) execute and deliver to the Security Agent an
                  additional Security Document, in such form as the Facility
                  Agent shall reasonably require, constituting a first fixed
                  charge over such Cash Collateral Account, together with such
                  evidence of due execution of such Security Document as the
                  Security Agent shall reasonably require and, in the case of an
                  Obligor not incorporated in England and Wales, a legal opinion
                  satisfactory to the Security Agent.

         (b)      The Facility Agent shall be and is hereby irrevocably
                  authorised by the Account Party following a demand under and
                  in accordance with any Letter of Credit or Bank Guarantee to
                  apply all amounts standing to the credit of any Cash
                  Collateral Account in respect of that Letter of Credit or Bank
                  Guarantee in satisfaction of the Account Party's obligations
                  hereunder in respect of that Letter of Credit or Bank
                  Guarantee.

7.       PROTECTIVE PROVISIONS: The following provisions shall apply to each of
         the indemnities (the "INDEMNITIES") contained in paragraph 4
         (Indemnity) of this Schedule.

         (a)      Each of the Indemnities are and will remain in full force and
                  effect by way of continuing security until such time as no
                  amounts to which such Indemnities are expressed to relate
                  remain payable or capable of becoming payable under the Senior
                  Finance Documents. Furthermore the Indemnities are additional
                  to and not instead of any security or other guarantee at any
                  time existing in favour of any person.

         (b)      Any settlement or discharge of any claim under any of the
                  Indemnities shall be conditional upon no payment made under
                  the Indemnities being avoided or set aside or ordered to be
                  refunded by virtue of any provision of any enactment relating
                  to bankruptcy, insolvency, winding-up or liquidation.



                                      124
<PAGE>


         (c)      The obligations arising under the Indemnities and any
                  liability deriving therefrom shall not be discharged or
                  affected by any circumstance which would so discharge or
                  affect it but for this provision including, without
                  limitation:-

                  (i)      any time, indulgence, waivers or consents given to
                           any Obligor or any other person;

                  (ii)     any amendment, variation or modification of the
                           Finance Documents or any other security or guarantee
                           or any increase in the amount of the Facilities;

                  (iii)    the making or absence of any demand on any Obligor or
                           any other person for payment or performance of any
                           other obligations or the application of any moneys at
                           any time received from any Obligor or any other
                           person;

                  (iv)     the enforcement, perfecting or protecting of or
                           absence of enforcement, perfecting or protecting of
                           any security, guarantee or undertaking (including,
                           without limitation, all or any of the obligations and
                           liabilities of any Obligor);

                  (v)      the release, taking, giving or abstaining from taking
                           of any security, guarantee or undertaking (including,
                           without limitation, the Senior Finance Documents);

                  (vi)     the insolvency, winding-up, administration,
                           receivership or commencement of any other insolvency
                           procedure under the laws of any relevant jurisdiction
                           in relation to any Obligor, any Senior Finance Party
                           or any other person or the making or any arrangement
                           or composition with or for the benefit of creditors
                           by any Obligor, any Senior Finance Party or any other
                           person;

                  (vii)    any amalgamation, merger or change in constitution in
                           relation to any Obligor, any Senior Finance Party or
                           any other person.

                  (viii)   the illegality, invalidity or unenforceability of or
                           any defect in any provision of any Finance Document
                           or any security, obligations or liabilities arising
                           or expressed to arise thereunder;

8.       SUBROGATION: No Borrower shall by virtue of any payment made under the
         Indemnities claim any right of subrogation, contribution or indemnity
         against any person for so long as any sum remains payable or capable of
         becoming payable under the Senior Finance Documents.




                                      125
<PAGE>



                                   SCHEDULE 10

                               SECURITY DOCUMENTS




<TABLE>
<CAPTION>
                  OBLIGOR                                          SECURITY DOCUMENTS
<S>                                                             <C>
            Ineos Acrylics UK Finco Limited                                     Debenture
       Ineos Acrylics UK Overseas HoldCo1 Limited                               Debenture
          Ineos Acrylics UK PartnerCo1 Limited                                  Debenture
          Ineos Acrylics UK PartnerCo2 Limited                                  Debenture
            Ineos Acrylics UK Trader Limited                                    Debenture
        Ineos Acrylics UK Trader HoldCo Limited                                 Debenture
            Ineos Acrylics US HoldCo Limited                                    Debenture
                     UK ParentCo 3                                              Debenture

          Ineos Acrylics UK ParentCo2 Limited                                   Debenture

                                                                          US Security Agreement

          Ineos Acrylics UK PartnerCo1 Limited                 (in respect of interests in US Partnership)
                                                                          US Security Agreement

          Ineos Acrylics UK PartnerCo2 Limited                 (in respect of interests in US Partnership)
                                                                US Security Agreement over all assets and

                     US Partnership                              undertaking, including all investments
                                                                US Security Agreement over all assets and

                       US HoldCo                                 undertaking, including all investments
                                                                US Security Agreement over all assets and
                                                               undertaking, including all investments, US
                                                              Collateral Mortgages with respect to the fee

                       US Trader                          interests in the Tennessee and Mississippi properties
                                                          Dutch law share pledge over shares in Dutch Overseas
       Ineos Acrylics UK Overseas HoldCo1 Limited                                HoldCo
</TABLE>



                                      126
<PAGE>



                                   SCHEDULE 11

                       FORM OF CONFIDENTIALITY UNDERTAKING


                                     [DATE]

To:      [-] as Parent (as defined in the Facilities Agreement referred to
         below); and

         DEUTSCHE BANK AG LONDON in its capacity as Facility Agent (as defined
         in the Facilities Agreement referred to below).


Dear Sirs,

                           CONFIDENTIALITY UNDERTAKING

1.       We confirm that this undertaking is entered into in connection with the
         facilities agreement dated - 1999 between, inter alia, the companies
         referred to therein as Borrowers and Guarantors, Deutsche Bank AG
         LONDON and Merrill Lynch International as Arrangers, the banks and
         financial institutions referred to therein as Original Banks and
         Deutsche Bank AG LONDON as Facility Agent (as amended, novated, and
         supplemented from time to time, the "FACILITIES AGREEMENT"). Unless
         otherwise defined herein, all terms used in this undertaking shall bear
         the same meanings as in the Facilities Agreement. This undertaking
         records our agreement to the confidentiality requirements contained in
         Clause 20.8 (Disclosure of Information) and Clause 22.3
         (Confidentiality) of the Facilities Agreement.

2.       We refer to our [THE INTENDED ASSIGNMENT, TRANSFER, SUB-PARTICIPATION,
         RISK PARTICIPATION OR OTHER PARTICIPATION] in the Senior Finance
         Documents (the "INTENDED TRANSACTION").

3.       In consideration of your providing us with information concerning the
         Obligors or any member of the Group, we hereby undertake to you that:

         (a)      we will keep the Senior Finance Documents and the information
                  provided under or in connection therewith confidential.
                  Notwithstanding the foregoing, we or any of our officers,
                  employees agents or advisers may disclose all or any of the
                  information so supplied:

                  (i)      if so required by law or regulation or, if requested
                           by any regulator with jurisdiction over us or any of
                           our affiliates;

                  (ii)     if it comes into the public domain (other than as a
                           result of a breach of this Confidentiality
                           Agreement);

                  (iii)    to auditors, professional advisers or rating agencies
                           who need to know or review the information for the
                           purposes of evaluating the Intended Transaction, who
                           are informed by you of the confidential nature of the
                           information and who agree to be bound by the terms of
                           this Agreement;

                  (iv)     in connection with any legal proceedings; or

                  (v)      to Senior Subordinated Finance Parties or Equity
                           Investors.

         (b)      we will make no use of any information supplied other than for
                  the purpose of giving consideration thereto in connection with
                  the Intended Transactions.



                                      127
<PAGE>


4.       In the event that you or any of your officers, employees, agents or
         advisers become legally compelled to disclose any of the information,
         you will, to the extent permitted by law, provide the Transferor and
         the Parent with notice promptly after becoming aware thereof.

5.       This Confidentiality Agreement is governed by English law.

Yours faithfully










For and on behalf of
[-]




                                      128
<PAGE>



                                   SCHEDULE 12

                             FORMALITIES CERTIFICATE

                            [INSERT NAME OF COMPANY]
                                 (THE "OBLIGOR")

                       FACILITIES AGREEMENT DATED [-] 1999
                          (THE "FACILITIES AGREEMENT")


To:      Deutsche Bank AG LONDON as Facility Agent under the Facility Agreement.

We              and             being respectively the director and secretary
of the Obligor being duly authorised by the Obligor to deliver this Certificate
hereby make the following certifications and confirmations.

1.       CONSTITUTIONAL DOCUMENTS

         Attached hereto marked A are true, complete and up-to-date copies of:-

         (i)      the certificate of incorporation of the Obligor;

         (ii)     all certificates of incorporation on change of name of the
                  Obligor (if any); and

         (iii)    the constitutional documents of the Obligor consisting
                  of [          ]          .

2.       EXTRACT BOARD RESOLUTIONS

         Attached hereto marked B is a true and complete extract from the
         minutes of a meeting of the board of directors of the Obligor duly
         convened and held (during which a quorum was present throughout)
         recording resolutions passed at such meeting (which resolutions are in
         full force and effect and have not been rescinded or varied) and which
         approve the Transaction Documents to which it is a party and all
         transactions contemplated thereby.

3.       [SHAREHOLDER RESOLUTIONS

         Attached hereto marked C is a true and complete copy of a resolution of
         all the shareholders of the Obligor unanimously passed authorising and
         directing the execution and performance by the Obligor of the
         Transaction Documents to which it is a party.]

4.       AUTHORISED SIGNATORIES

         The following signatures are the specimen signatures of the persons
         authorised by resolution of the board of directors of the Obligor to
         execute all Senior Finance Documents and other Transaction Documents to
         which it is a party, drawing requests under the Facilities Agreement
         and all other documents and notices required in connection therewith:-



              Name                  Position                        Signature




                                      129
<PAGE>

5.       NO BREACH OF BORROWINGS LIMIT

         We have examined the terms of all relevant agreements to which the
         Obligor is a party and the constitutional documents of the Obligor
         ("RELEVANT DOCUMENTS") and we can confirm to you that entry into the
         Transaction Documents and drawing of all amounts capable of being drawn
         by the Obligor under the Transaction Documents taking into account any
         other Financial Indebtedness of the Obligor:-

         (a)      will be within the corporate powers of the Obligor; and

         (b)      does not or will not cause to be exceeded any limit or
                  restriction on any of the powers of the Obligor (whether
                  contained in any Relevant Documents or otherwise) or the right
                  or ability of the directors of the Obligor to exercise such
                  powers.


Terms defined in the Facilities Agreement shall bear the same meaning when used
herein.


Signed:                          ..........................................
                                 DIRECTOR


Date:                            ..............................



Signed:                          ..........................................
                                 SECRETARY


Date:                            ..............................






                                      130
<PAGE>



                                   SCHEDULE 13

                    FORMS OF LETTER OF CREDIT/BANK GUARANTEE


                        PART I - FORM OF LETTER OF CREDIT


                       [HEADED NOTEPAPER OF ISSUING BANK]




To:      [DETAILS]


                                                                          [DATE]


Dear Sirs

We hereby issue our irrevocable non-transferable standby letter of credit no
[DETAILS] the terms of which are set out below.

1.       In this standby letter of credit:

         "BANK" means [DETAILS OF ISSUING BANK];

         "BENEFICIARY" means [DETAILS];

         "BORROWER" means [DETAILS];

         "BUSINESS DAY" means a day (not being a Saturday or Sunday) on which
         banks are generally open for business (other than a day on which banks
         are open only for the operation of business in euros) (i) in London and
         (ii) in [DETAILS - PRINCIPAL FINANCIAL CENTRE OF CURRENCY OF L.C.]3;

         "EXPIRY DATE" means [DETAILS];

         "FACILITY" means [DETAILS];

         "MAXIMUM AMOUNT" means [DETAILS];

         "PAYMENT AMOUNT" means the amount specified by the Beneficiary in the
         Required Documents;

         "REQUIRED DOCUMENT" means a request for payment in the form set out in
         Appendix A hereto completed in a manner consistent with the
         requirements of this letter of credit and signed on behalf of the
         Beneficiary.

2.       Within five Business Days of receipt by the Bank at its offices at
         [DETAILS] (Attn: [DETAILS]) of the Required Document the Bank will pay
         to the Beneficiary the lesser of:-

         (a)      the Payment Amount as stated in the Required Document; and

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

3        3        Consider intended operation on Target days.



                                      131
<PAGE>

         (b)      the Maximum Amount

         provided that only one request for payment by delivery of the Required
         Document may be made hereunder and the Bank shall not be obliged to
         make any payment hereunder at any time after the Expiry Date.

3.       Any payment made hereunder shall be made in [DETAILS - CURRENCY] by
         payment to the account of the Beneficiary at a principal bank in
         [DETAILS] specified in the Required Document.

4.       This letter of credit is not assignable or transferable in whole or in
         part and shall be payable only against presentation of the Required
         Document.

5.       Save insofar as such provisions may be inconsistent with the express
         terms of this letter of credit, this letter of credit is subject to
         Uniform Customs and Practice for Documentary Credits (1993 revision)
         ICC Publication no 500 (the "UCP") (with the exception of Articles
         22-44 inclusive (other than Articles 40a, 42 and 44a which shall each
         apply)) [or ISP 98 in respect of a standby letter of credit].
         Notwithstanding Article 17 of the UCP if the Bank suffers an
         interruption of business as described therein and the Expiry Date
         occurs during such interruption the Bank shall honour any demand made
         under this letter of credit at any time within 30 days after such
         interruption of business ends and shall notify the Beneficiary promptly
         when it does so end.

6.       This letter of credit is governed by and shall be construed in
         accordance with English law.

Yours faithfully








For and on behalf of
                                 [ISSUING BANK]




                                      132
<PAGE>



                                   APPENDIX A

                        [HEADED NOTEPAPER OF BENEFICIARY]


To:      [NAME AND ADDRESS OF

         ISSUING BANK]









                  LETTER OF CREDIT NO (THE "LETTER OF CREDIT")

We refer to the Letter of Credit and certify that:

(a)      we have provided the Facility to the Borrower;

(b)      an aggregate amount (the "PAYMENT AMOUNT") of  (comprising     of
         principal and  of interest and/or other charges) fell due for payment
         in     by      on      and remains due and unpaid at the date of this
         letter.

Accordingly, we hereby request payment under the Letter of Credit of the Payment
Amount. Payment is to be made to our account (A/c No ) with     at      .

Terms defined in the Letter of Credit shall bear the same meaning in this
letter.

Yours faithfully








For and on behalf of




                                      133
<PAGE>



                        PART II - FORM OF BANK GUARANTEE

                       [HEADED NOTEPAPER OF ISSUING BANK]








To:      [DETAILS]


                                                                          [DATE]


Ref:     [DETAILS]


Dear Sirs,

1.       In this letter:

         "BANK" means [DETAILS OF ISSUING BANK]

         "BORROWER" means [DETAILS];

         "BUSINESS DAY" means a day (not being a Saturday or Sunday) on which
         banks are generally open for business (other than a day on which banks
         are open only for the operation of business in euros) (i) in London and
         (ii) in [DETAILS - PRINCIPAL FINANCIAL CENTRE OF CURRENCY OF L.C.](4);

         "EXPIRY DATE" means [DETAILS];

         "FACILITY" means [DETAILS];

         "PAYMENT DATE" means the date for payment of a demand being [DETAILS -
         MINIMUM FIVE] Business Days after the date of receipt of demand.

2.       In consideration of your agreeing to make available the Facility the
         Bank irrevocably and unconditionally guarantees to you on receipt of
         written demand, the payment and discharge by the Borrower of all
         amounts payable or expressed to be payable to you pursuant to the
         Facility. This guarantee is given subject as follows:-

         (a)      Any demand made hereunder shall be made in writing addressed
                  to the Bank or its offices at [DETAILS] (Attention: [DETAILS])
                  in the form provided in Appendix A;

         (b)      The maximum aggregate liability of the Bank hereunder
                  (inclusive of all principal, interest, costs and expenses) is
                  [DETAILS];



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

4        4        Consider intended operation on Target days.

                                      134
<PAGE>


         (c)      No demand may be made hereunder after the Expiry Date and only
                  one demand may be made hereunder.

3.       Any payment made hereunder shall be made on the Payment Date in
         [DETAILS - CURRENCY] by payment to the account of the Beneficiary at a
         principal bank in [DETAILS] specified in the demand.

4.       This guarantee is not assignable or transferable in whole or in part.

5.       This guarantee shall be construed in accordance with English Law.

Yours faithfully








For and on behalf of
                                 [ISSUING BANK]





                                      135
<PAGE>


                                   APPENDIX A

                        [HEADED NOTEPAPER OF BENEFICIARY]


To:      [NAME AND ADDRESS OF

         ISSUING BANK]









                  BANK GUARANTEE REF NO (THE "BANK GUARANTEE")

We refer to the Bank Guarantee and certify that:

(a)      we have provided the Facility to the Borrower;

(b)      an aggregate amount (the "PAYMENT AMOUNT") of [-] (comprising [-] of
         principal and [-] of interest and/or other charges) fell due for
         payment in [-] by [-] on [-] and remains due and unpaid at the date of
         this letter.

Accordingly, we hereby request payment under the Bank Guarantee of the Payment
Amount. Payment is to be made to our account (A/c No [-]) with [-] at [-].

Terms defined in the Bank Guarantee shall bear the same meaning in this letter.

Yours faithfully








For and on behalf of



                                      136
<PAGE>



                 SIGNATORIES TO THE SENIOR FACILITIES AGREEMENT

THE PARENT

INEOS ACRYLICS LIMITED

By:

Notice Details

Address:          30 Bell Street

                  Romsey

                  Hampshire SO51 8GW

Facsimile:        01794 825860

Attention:        Company Secretary


THE ORIGINAL BORROWERS

INEOS ACRYLICS UK FINCO LIMITED

By:

Notice Details

as for the Parent:

INEOS ACRYLICS UK TRADER LIMITED

By:

Notice Details

as for the Parent:

THE ORIGINAL GUARANTORS

INEOS ACRYLICS UK FINCO LIMITED

By:

Notice Details

as for the Parent:




                                      137
<PAGE>




INEOS ACRYLICS UK OVERSEAS HOLDCO1 LIMITED

By:

Notice Details

as for the Parent:

INEOS ACRYLICS UK PARTNERCO1 LIMITED

By:

Notice Details

as for the Parent:

INEOS ACRYLICS UK PARTNERCO2 LIMITED

By:

Notice Details

as for the Parent:

INEOS ACRYLICS UK TRADER LIMITED

By:

Notice Details

as for the Parent:




                                      138
<PAGE>



INEOS ACRYLICS UK TRADER HOLDCO LIMITED

By:

Notice Details

as for the Parent:

INEOS ACRYLICS US HOLDCO LIMITED

By:

Notice Details

as for the Parent:

INEOS ACRYLICS UK PARENTCO3 LIMITED

By:

Notice Details

as for the Parent:

THE ARRANGERS

DEUTSCHE BANK AG LONDON

By:

Notice Details

Address:          1 Great Winchester Street

                  London EC2N 2DB

Facsimile:        0171 933 3419/0171 545 4638

Attention:        Barry Jeffries/Jason Charles




                                      139
<PAGE>



MERRILL LYNCH INTERNATIONAL

By:

Notice Details

Address:          Ropemaker Place

                  25 Ropemaker Street

                  London EC2Y 9LY

Facsimile:

Attention:

THE ORIGINAL BANKS

DEUTSCHE BANK AG LONDON

By:

Notice Details

Address:          1 Great Winchester Street

                  London EC2N 2DB

Facsimile:        0171 933 3419/0171 545 4638

Attention:        Barry Jeffries/Jason Charles



MERRILL LYNCH CAPITAL CORPORATION

By:


Notice Details

Address:          World Financial Centre

                  North Tower

                  250 Vesey Street

                  New York, NY10281-1316

Facsimile:        001 212 738 1719

Attention:        Mark Campbell/Pete Wersching






                                      140
<PAGE>




FACILITY AGENT

DEUTSCHE BANK AG LONDON

By:


Notice Details                                       Notice Details

(for all matters other than drawdown notices)        (for drawdown notices)

<TABLE>
<S>               <C>                                <C>              <C>
Address:          1 Great Winchester Street          Address:          1 Great Winchester Street

                  London EC2N 2DB                                      London EC2N 2DB

Facsimile:        0171 933 3419                      Facsimile:        0171 545 4638

Attention:        Barry Jeffries                     Attention:        Jason Charles, Credit Administration Group

                                                     (and copy to Barry Jeffries at details opposite)
</TABLE>



SECURITY AGENT

DEUTSCHE BANK AG LONDON

By:


Notice Details

Address:          1 Great Winchester Street

                  London EC2N 2DB

Facsimile:        0171 933 3419/0171 545 4638

Attention:        Barry Jeffries/Jason Charles




                                      141