Exhibit 10.14

THIS SUPPLEMENTAL AGREEMENT is dated 13th December, 1999 and made
between:

(1)	YORKSHIRE POWER GROUP LIMITED ("YPG") ;

(2)	YORKSHIRE HOLDINGS PLC ("YH");

(3)	YORKSHIRE ELECTRICITY GROUP PLC ("YEG"); and

(4)	CITIBANK INTERNATIONAL plc as agent on behalf of the Finance
Parties (in this capacity the "Agent").

BACKGROUND:

(1)	Pursuant to a credit agreement dated 22nd July, 1998 (the "Credit
Agreement") made between, among others, YPG, YH and YEG as
borrowers and the Agent the Banks agreed to make available to the
YPG, YH and YEG a loan facility of up to an aggregate principal
amount of (POUNDS)330,000,000 on the terms of the Credit
Agreement.

(2)	By this Supplemental Agreement the parties hereto wish to amend
the terms of the Credit Agreement in accordance with Clause 24
(Amendments and waivers) of the Credit Agreement, and the Agent
hereby confirms that it has the consent of the Majority Banks to
make the amendments to the Credit Agreement on behalf of the
Finance Parties.

NOW IT IS AGREED as follows:

1.	DEFINITIONS
1.1	Terms defined
In this Supplemental Agreement:

"Restated Credit Agreement"
means the Credit Agreement as restated and amended in the form
set out in the Schedule to this Supplemental Agreement.

1.2	Interpretation
(a)	Unless the contrary intention appears, terms defined in the
Restated Credit Agreement shall have the same meanings when used
in this Supplemental Agreement.

(b)	The provisions of clause 1.2 (Construction) of the Restated
Credit Agreement shall also apply to this Supplemental Agreement
as if set out in this Supplemental Agreement but with all
necessary modifications.

2.	RESTATEMENT
The Credit Agreement will be amended and restated in the form set
out in the Schedule to this Supplemental Agreement on the date
(the "Effective Date") on which Facility B has been repaid and
cancelled in full, such confirmation to be given to YEG by the
Agent on the same date as the repayment and cancellation becomes
effective.

3.	MISCELLANEOUS
The provisions of clauses 10 (Payments), 21 (Stamp Duties), 24
(Amendments and Waivers), 29 (Severability), 30 (Counterparts)
and 31 (Notices) of the Restated Credit Agreement shall apply to
this Supplemental Agreement as if set out in this Supplemental
Agreement, but as if references in those clauses to the Restated
Credit Agreement were references to this Supplemental Agreement.

4.	CONTINUATION
(a)	This Supplemental Agreement is supplemental to the Credit
Agreement and, except insofar as amended or supplemented hereby,
the Credit Agreement will remain in full force and effect.

(b)	References in the Credit Agreement to "this Agreement", "hereof",
"hereunder" and expressions of similar import shall be deemed to
be references to the Credit Agreement as amended and restated by
this Supplemental Agreement.

(c)	The Agent and YPG hereby designate this Supplemental Agreement as
a Finance Document for the purposes of the Credit Agreement.

(d)	YPG and YH confirm, for the benefit of the Finance Parties, that
this Supplemental Agreement does not discharge either of them
from any obligations or liabilities that have arisen on or before
the Effective Date under the Finance Documents, and that YPG and
YH shall continue to be responsible for those obligations and
liabilities.

5.	GOVERNING LAW
This Supplemental Agreement shall be governed by and construed in
accordance with English law.

This Supplemental Agreement has been entered into on the date
stated at the beginning of this Supplemental Agreement.

SCHEDULE

AGREEMENT


DATED 22nd July, 1998


(POUNDS)50,000,000


REVOLVING CREDIT FACILITY

FOR


YORKSHIRE ELECTRICITY GROUP PLC


ARRANGED BY


CITIBANK, N.A.

and

DEUTSCHE BANK AG LONDON






ALLEN & OVERY
London
for the Borrower
CLIFFORD CHANCE
London
for the Finance Parties





INDEX

Clause	                                 	Page

1. 	Interpretation	                         5
2. 	The Facilities                   	19
3. 	Purpose                  	        19
4. 	Conditions Precedent            	20
5. 	Drawdown                        	20
6. 	Repayment                       	21
7. 	Prepayment and Cancellation     	21
8. 	Interest Periods                	22
9. 	Interest                        	23
10. 	Payments                        	24
11. 	Taxes                           	26
12. 	Market Disruption               	27
13.	Increased Costs                 	29
14. 	Illegality and Mitigation       	30
15. 	Representations and Warranties  	31
16. 	Undertakings                    	34
17. 	Default                         	39
18. 	The Agent and the Arranger      	42
19. 	Fees                            	47
20. 	Expenses                        	48
21. 	Stamp Duties                    	48
22. 	Indemnities                     	48
23. 	Evidence and Calculations       	49
24. 	Amendments and Waivers          	50
25. 	Changes to the Parties          	51
26. 	Disclosure of Information       	53
27. 	Set-Off                         	53
28. 	Pro Rata Sharing                	53
29. 	Severability                    	54
30. 	Counterparts                    	55
31. 	Notices                         	55
32. 	Governing Law                   	56

Schedules

1.	Banks and Commitments    	        57
2.	Conditions Precedent Documents  	58
3.	Calculation of the Mandatory Cost	59
4.	Form of Request                 	61
5.	Form of Novation Certificate    	62

Signatories	                                63


THIS AGREEMENT is dated 22nd July, 1998 between:-

(1)	YORKSHIRE ELECTRICITY GROUP PLC (the "Borrower");

(2)	CITIBANK, N.A. and DEUTSCHE BANK AG LONDON (in this capacity the
"Arrangers");

(3)	THE FINANCIAL INSTITUTIONS listed in Schedule 1 as banks (the
"Banks"); and

(4)	CITIBANK INTERNATIONAL plc as agent (in this capacity the
"Agent").

IT IS AGREED as follows:-

1.	INTERPRETATION
1.1	Definitions
In this Agreement:-

"Act"
means the Electricity Act 1989 and, unless the context otherwise
requires, all subordinate legislation and any successive
legislation thereto.

"Adjusted Share Capital and Reserves"
means the aggregate of:

(a)	the amount paid up or credited as paid up on the issued share
capital of the Borrower; and

(b)	the amounts standing to the credit of the consolidated capital
and revenue reserves of the Group,

adjusted, to the extent that the following items have not already
been added, deducted or excluded in arriving at the figures
referred to in paragraph (a) or (b) above:

(i)	by adding Subordinated Debt;

(ii)	by deducting the amounts standing to the debit of the
consolidated reserves of the Group;

(iii)	by deducting any amounts attributable to interests of non-Group
members in Group Subsidiaries;

(iv)	by deducting any reserves set aside for deferred taxation;

(v)	by deducting the amount by which the net book value of any fixed
asset has been written up after the date of this Agreement (or,
in the case of a person becoming a member of the Group after that
date, the date on which it becomes a member of the Group) by way
of revaluation or on its transfer from one member of the Group to
another (but no such deduction shall be made in respect of any
amount if supported by, and not exceeding the amount shown by, an
independent written valuation),

but so that no amount to be added, deducted or excluded as a
result of any of the above shall be added, deducted or excluded
more than once in the same calculation.

"Affiliate"
means a Subsidiary or a holding company (as defined in Section
736 of the Companies Act 1985) of a Bank or any other Subsidiary
of that holding company.

"Applicable Rate"
means the rate quoted by the Agent to the Borrower to be that at
which money can be deposited in the London interbank market on
the earliest available day, provided that the applicable rate
shall not be less than LIBID nor more than LIBOR.

"Balance Sheet"
means, at any time, the then most recent audited consolidated
annual or unaudited consolidated half yearly balance sheet of the
Group delivered to the Agent by the Borrower under Clause 16.2
(Financial information).

"Borrowings"
means indebtedness in respect of:

(a)	moneys borrowed or raised including (except for the purposes of
Clause 17.5 (Cross default)) the recourse element of any asset
securitisation or other factoring but excluding any amounts owing
for assets purchased or services obtained on trade credit terms
in the ordinary course of business;

(b)	amounts raised by means of acceptances under any acceptance
credit facility or otherwise (not being acceptances in relation
to the purchase of assets or services in the ordinary course of
business);

(c)	the deferred purchase price of assets or services the payment of
which is deferred for a period in excess of ninety days (other
than assets or services obtained on trade credit terms normal in
the business concerned);

(d)	the principal amount and any premium payable by the relevant
company from time to time owing in respect of any loan notes,
debentures, bonds or other similar instruments;

(e)	the capital value of any financial lease, hire purchase
arrangements or any arrangement treated as a financial lease
required to be capitalised and treated as a borrowing in the
consolidated balance sheet of the Group;

(f)	for the purposes of Clause 17.5 (Cross default) (only) net
indebtedness under any currency or interest cap, swap or collar;
and

(g)	any guarantee or assurance against financial loss or indemnity in
respect of the borrowings of any other person not being a member
of the Group of a type referred to in paragraphs (a) to (f)
(inclusive) above (but excluding any such guarantee or assurance
in respect of the performance of any contract or service not
involving financial loss or indemnity in respect of borrowings),

but shall exclude:

(A)	liabilities in respect of the Pooling and Settlement Agreement or
other arrangements which replace the Pooling and Settlement
Agreement in accordance with Clause 17.12 (Pooling and Settlement
Agreement); and

(B)	Project Finance Borrowings.

"Business Day"
means a day (other than a Saturday or a Sunday) on which banks
are open for business in London.

"Commitment"
means:

(a)	in relation to a Bank which is a Bank on the date of this
Agreement, the amount in Sterling set opposite its name in
Schedule 1 and the amount of any other Bank's Commitment acquired
by it under Clause 25 (Changes to the Parties); and

(b)	in relation to a Bank which becomes a Bank after the date of this
Agreement, the amount of any other Bank's Commitment acquired by
it under Clause 25 (Changes to the Parties),

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

"Commitment Period"
means the period from the date of this Agreement to the Repayment
Date (both dates inclusive).

"Default"
means an Event of Default or an event which, with the giving of
notice or lapse of time provided for in Clause 17 (Default) (or
any combination of the foregoing), would constitute an Event of
Default.

"Director General"
means the person from time to time appointed by the Secretary of
State to hold office as Director General of Electricity Supply
for the purposes of the Act or any office which replaces the
function of the Director General of Electricity Supply.

"Drawdown Date"
means the date of the advance of a Loan.

"EBITDA"
means, in respect of any Relevant Period, the total operating
profit for continuing operations, acquisitions (as a component of
continuing operations) and discontinued operations of the Group
before taking into account:

(a)	Interest Payable and Interest Receivable;

(b)	all amounts provided for depreciation and amortisation
(including, without limitation, amortisation of any goodwill);

(c)	all exceptional and extraordinary items; and

(d)	all taxes,

in each case for that Relevant Period but after:

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

(B)	excluding the earnings or profit before interest, tax
depreciation and amortisation (as determined in accordance with
the preceding paragraphs of this definition) and excluding all
exceptional and extraordinary items of any company referred to in
paragraph (a) of the definition of Project Finance Borrowings,

(all calculated on a consolidated basis disregarding any portion
of any item taken into account in that calculation which is
attributable to any minority interests in Subsidiaries).

"Environmental Law"
means any applicable law (including, without limitation, common
law), regulation, directing code of practice, circular, guidance
notice or the like concerning pollution or the protection of
human health, the environment, the conditions of the work place
or the manufacture, processing, generation, transportation,
storage, treatment or disposal of dangerous substances,
pollutants, contaminants, chemicals or toxic or hazardous
substances or waste.

"Environmental Licence"
means any authorisation required by any Environmental Law.

"Existing Facilities"
means:

(a)	the bilateral credit facility made available to YPG under the
agreement dated 31st July, 1997 and made between YPG and Union
Bank of Switzerland; and

(b)	each bilateral credit facility dated 2nd May, 1995 made available
to the Borrower by Midland Bank PLC, Den Danske Bank
Aktieselskab, The Sumitomo Bank, Limited, Deutsche Bank AG
London, The Bank of Tokyo-Mitsubishi, Limited, National
Westminster Bank Plc, Union Bank of Switzerland and Morgan
Guaranty Trust Company of New York.

"Event of Default"
means an event specified as such in Clause 17.1 (Events of
Default).

"Facility"
means the sterling revolving credit facility designated under
Clause 2.1 (Facility), the terms of which are set out in this
Agreement.

"Facility Office"
means the office(s) in the United Kingdom notified by a Bank to
the Agent:

(a)	on or before the date it becomes a Bank; or

(b)	by not less than five Business Days' notice,

as the office through which it will perform all or any of its
obligations under this Agreement.

"Fee Letter"
means a letter between the Arrangers and the Borrowers or a
letter between (amongst others) the Agent and the Borrower, in
each case dated 10th June, 1998, setting out, amongst other
things, the amount of the fees referred to in Clause 19 (Fees).

"Finance Document"
means this Agreement, any Fee Letter, any Novation Certificate or
any other document designated as such by the Agent and the
Borrower.

"Finance Party"
means an Arranger, a Bank or the Agent.

"Group"
means the Borrower and its Subsidiaries.

"Information Memorandum"
means the Information Memorandum dated June, 1998 and prepared in
connection with this Agreement.

"Interest Payable"
means, in respect of any Relevant Period, all interest payable
and similar charges as shown in (or in the notes to) the
financial statements of the Group (calculated on a consolidated
basis) for the Relevant Period but excluding interest payable on
Project Finance Borrowings by companies referred to in paragraph
(a) of that definition.

"Interest Period"
means each period determined in accordance with Clause 8
(Interest Periods).

"Interest Receivable"
means, in respect of any Relevant Period, all interest receivable
and similar income as shown in (or in the notes to) the financial
statements of the Group (calculated on a consolidated basis) for
that Relevant Period but excluding interest receivable by a
company of the type referred to in paragraph (a) of the
definition of Project Finance Borrowings.

"Investments"
means, as at any date, the aggregate (calculated on a
consolidated basis) of:

(a)	cash in hand in a jurisdiction where such amounts are freely
transferable out of that jurisdiction and convertible into
currencies dealt in on the London foreign exchange market;

(b)	money at call in a jurisdiction, and freely convertible into
currencies, referred to in (a) above;

(c)	deposits and certificates of deposit the term of which has twelve
months or less remaining to maturity in a jurisdiction, and
freely convertible into currencies, referred to in (a) above;

(d)	United Kingdom gilts;

(e)	deposits made with the Commissioners of Inland Revenue in respect
of which certificates of tax deposit have been issued by Her
Majesty's Treasury;

(f)	sterling bills of exchange eligible for rediscount at the Bank of
England;

(g)	bonds rated AA- (or the equivalent) or above by Standard & Poor's
Ratings Group, The Fitch IBCA Group or Duff & Phelps Credit
Rating Co. or Moody's Investors Service, Limited; and

(h)	any other negotiable money market instrument issued by an issuer
in a jurisdiction, and convertible into currencies, referred to
in (a) above with a maximum maturity of twelve months or less,
excluding commercial paper (unless it is rated at least A1 (or
the equivalent) by Standard & Poor's Ratings Group or The Fitch
IBCA Group or Duff & Phelps Credit Rating Co. or P1 by Moody's
Investors Service, Limited),

provided that, when the aggregate amount of Investments required
to be taken into account for the purposes of this definition on
any particular day is being ascertained, any such Investments
denominated or repayable or in respect of which monies are
payable in a currency other than sterling shall be taken into
account at their sterling equivalent at the rate of exchange
prevailing on that day in London using the Agent's spot rate as
of 11.00 a.m. on such date for the purchase of such currency with
sterling.

"LIBID"
means, in relation to an amount received by the Agent referred to
in Clause 22.2(b) (Other indemnities), the arithmetic mean
(rounded to four decimal places) of the rates, as supplied to the
Agent at its request, quoted by the Reference Banks to leading
banks in the London interbank market at or about 11.00 a.m. on
the relevant day for the taking of deposits in sterling and in an
amount approximately equal to the amount so received from the
Borrower for the period from and including the date that payment
is received by the Agent to but excluding the last day of the
Interest Period of the relevant Loan or amount.

"LIBOR"
means, in relation to an Interest Period:

(a)	the rate appearing on the Telerate Screen page 3750 or any
equivalent successor to such page or other page as appropriate on
the Telerate Service or (failing which) such other service as
may, from time to time, display the British Bankers' Association
Interest Settlement Rates for deposits in sterling (as agreed
between the Borrower and the Agent (acting reasonably)) (the
"Telerate Screen"); or

(b)	(if no such offered rate for quotations appears on the Telerate
Screen) the arithmetic mean (rounded to four decimal places) of
the relevant offered rates which appear on the relevant page of
the Reuters Screen; or

(c)	(in the absence of manifest error, if no such offered rate for
quotations appears on the Telerate Screen or the Reuters Screen)
the arithmetic mean (rounded to four decimal places) of the
rates, as supplied to the Agent at its request, quoted by the
Reference Banks to leading banks in the London interbank market,

(in each case) at 11.00 a.m. on the first day of that Interest
Period, as being the interest rate(s) quoted in the London
interbank market for the offering of deposits in sterling for a
period equal to that Interest Period.

"Licence"
means the public electricity supply licence granted by the
Secretary of State to the Borrower under Section 6(I)(c) of the
Act as modified or supplemented from time to time and, if any
such licence is split by or with the consent of the Director
General into more than one new licence, each such new licence.

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

"Loan"
means, the principal amount of each borrowing by the Borrower
under this Agreement or the principal amount outstanding of that
borrowing.

"Majority Banks"
means, at any time, Banks:-

(a)	whose participations in the Loans then outstanding aggregate more
than 662/3 per cent. of all the Loans then outstanding; or

(b)	if there are no Loans then outstanding, whose Commitments then
aggregate more than 662/3 per cent. of the Total Commitments; or

(c)	if there are no Loans then outstanding and the Total Commitments
have been reduced to nil, whose Commitments aggregated more than
662/3 per cent. of the Total Commitments immediately before the
reduction.

"Mandatory Cost"
means the cost imputed to the Banks of compliance with the
Mandatory Liquid Assets requirements of the Bank of England and
the requirements of the Financial Services Authority expressed as
a rate per annum and determined in accordance with Schedule 3.

"Margin"
means 0.325 per cent. per annum.

"Material Adverse Effect"
means a material adverse effect on the ability of the Borrower to
perform and comply with:

(a)	from time to time, its obligations under Clause 16.15 (Financial
covenants);

(b)	its payment obligations under the Finance Documents; or

(c)	in respect of Clauses 15.5 (Non-conflict), 15.10 (Litigation),
15.11 (Licence), 16.13 (Licence), 16.16 (Licence undertakings),
17.11 (Licence), 17.12 (Pooling and Settlement Agreement) and
17.13 (Compliance with the Act) only, any of its other material
obligations under the Finance Documents.

"Net Interest Payable"
means, in respect of any Relevant Period, Interest Payable less
Interest Receivable for that Relevant Period.

"Novation Certificate"
means a certificate substantially in the form of Schedule 5.

"Original Group Accounts"
means the audited consolidated accounts of the Group for the year
ended 31st March, 1998.

"Party"
means a party to this Agreement.

"Permitted Security Interest"
means any Security Interest:

(a)	arising pursuant to an order of attachment or injunction
restraining disposal of assets or similar legal process which is
contested by the Borrower or any of its Subsidiaries in good
faith or created in favour of a plaintiff or defendant in any
action of the court or tribunal before whom such action is
brought as security for costs or expenses where the Borrower or
one of its Subsidiaries is prosecuting or defending such action
in the bona fide interests of the Group;

(b)	arising by operation of law or contained in a contract for the
sale of goods or supply of services entered into in the ordinary
course of business of the company creating the same or which is a
pledge over or assignment of documents of title, insurance
policies and sale contracts in relation to commercial goods
created or made in the ordinary course of business to secure the
purchase price of goods or indebtedness to finance such purchase
price;

(c)	over or affecting (1) any asset acquired by a member of the Group
after the date hereof and subject to which such asset is acquired
or (2) any asset of any company which becomes a member of the
Group after the date hereof, where such Security Interest is
created prior to the date on which such company becomes a member
of the Group, provided that in each case:

(i)	the principal amount secured by such Security Interest is not
increased either as a result of such acquisition or such company
becoming a member of the Group or thereafter and, when aggregated
with such other Security Interests under this paragraph (c), does
not exceed (POUNDS)15,000,000 (or its equivalent in any other
currency or currencies); or

(ii)	that Security Interest is discharged within 180 days of such
acquisition or such company becoming a member of the Group;

(d)	which is a Security Interest (a "Substitute Security Interest")
which replaces any Permitted Security Interest and which secures
an amount not exceeding the principal amount secured by such
Permitted Security in such circumstances when such Permitted
Security Interest will be released as a consequence of such
Substitute Security Interest being granted;

(e)	arising in connection with any cash management or netting
arrangements made between any banks or financial institutions and
any member or members of the Group;

(f)	created prior to the date of this Agreement (including, without
limitation, any existing Security Interest in favour of the
European Investment Bank) provided the principal amount secured
by such Security Interest shall not be increased after the date
of this Agreement;

(g)	arising out of title retention provisions in a supplier's
standard conditions of supply of goods acquired by any member of
the Group in the ordinary course of business;

(h)	over assets and/or (where such assets comprise substantially the
whole of the assets of the owner thereof) shares or the like in
the owner of such assets securing borrowings incurred to finance
the cost of developing (or acquiring and developing) such assets
(and/or securing any indebtedness in respect of hedging actual or
projected exposure in respect of these borrowings) where such
borrowings are Project Finance Borrowings;

(i)	created under or pursuant to, or in accordance or connection
with, the terms of any pooling and settlement agreement
(including, without limitation, the Pooling and Settlement
Agreement) or pooling and settling arrangements of the
electricity supply industry or any transactions or arrangements
entered into in connection with the management of risks relating
thereto;

(j)	securing indebtedness not otherwise permitted to be secured by
Security Interests provided that the aggregate principal amount
of the indebtedness so secured under this paragraph (j) shall not
at any time exceed (POUNDS)10,000,000 or (if higher) 2 per cent.
of Adjusted Share Capital and Reserves; or

(k)	to the creation or subsistence of which the Majority Banks at any
time consent in writing.

"Pooling and Settlement Agreement"
means an agreement dated 30th March 1990 (as amended and restated
at 22nd April, 1994), made by the Borrower with The National Grid
Company plc and others setting out the rules and procedures for
the operation of an electricity trading pool and of a settlement
system and, while the same has effect, the Initial Settlement
Agreement dated 30th March 1990.

"Principal Subsidiary"
means the Borrower or a Subsidiary of the Borrower (not being a
Subsidiary falling within category (a) of the definition of
Project Finance Borrowings or any other Subsidiary of the
Borrower whose only Borrowings are Project Finance Borrowings):

(a)	whose (i) net assets or (ii) turnover represent 10 per cent. or
more of the net assets of the Group or consolidated turnover of
the Group respectively, in each case as calculated by reference
to the then latest audited financial statements of such
Subsidiary (consolidated in the case of a company which itself
has Subsidiaries and which, in the normal course, prepares
consolidated accounts) and the then latest audited consolidated
financial statements of the Group; or

(b)	to which is transferred all or substantially all of the business,
undertaking and assets of a Subsidiary of the Borrower which
immediately prior to such transfer is a Principal Subsidiary,
whereupon the transferor Subsidiary shall immediately become a
Principal Subsidiary and the transferee Subsidiary shall cease to
be a Principal Subsidiary under the provisions of this sub-
paragraph (b) (but without prejudice to the provisions of sub-
paragraph (a) above), upon publication of its next audited
financial statements; or

(c)	which is a Licence Holder.

"Project Finance Borrowings"
means any Borrowings to finance the ownership, acquisition,
construction, development and/or operation of an asset:

(a)	made by a single purpose company (whether or not a member of the
Group) whose principal assets and business are constituted by the
ownership, acquisition, construction, development and/or
operation of an asset and whose liabilities in respect of the
relevant financing are not directly or indirectly the subject of
a guarantee, indemnity or any other form of assurance,
undertaking or support from any member of the Group except as
expressly referred to in paragraph (b)(iii) below; or

(b)	in respect of which the person or persons to whom such Borrowings
are or may be owed by the relevant borrower (whether or not a
member of the Group) has or have no recourse whatsoever to any
member of the Group for the repayment of or payment of any sum
relating to such Borrowings other than:

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

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

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

(c)	which the Agent (acting on the instructions of the Majority
Banks) shall have agreed (acting reasonably) in writing to treat
as a Project Finance Borrowing for the purposes of this
Agreement.

"Qualifying Bank"
means a bank which:

(a)	is a bank within the meaning of Section 840A of the Income and
Corporation Taxes Act 1988;

(b)	will be beneficially entitled to any interest to be paid to it
(as a Bank) under this Agreement; and

(c)	is within the charge to United Kingdom corporation tax as
respects such interest.

"Reference Banks"
means, subject to Clause 25.4 (Reference Banks), the Agent,
Deutsche Bank AG London and National Westminster Bank Plc.

"Relevant Period"
means each period of 12 months ending on the date of the audited
consolidated accounts for each of the Borrower's financial years
and on the date of the Borrower's unaudited consolidated accounts
for the first half of each of the Borrower's financial years.

"Repayment Date"
means the fifth anniversary of the date of this Agreement.

"Request"
means a request made by the Borrower for a Loan, substantially in
the form of Schedule 4.

"Rollover Loan"
means one or more Loans:

(a)	whose proposed Drawdown Date is the same as the last day of the
Interest Period of one or more existing Loans; and

(b)	whose aggregate principal amount does not exceed the aggregate
outstanding principal amount of all existing Loans whose Interest
Period ends on that Drawdown Date.

"Secretary of State"
means the person from time to time holding office as the
Secretary of State for Trade and Industry or any successor office
thereto.

"Security Interest"
means any mortgage, pledge, lien (other than a lien arising by
operation of law), charge or other security interest.

"Subordinated Debt"
means, at any time, the outstanding amount (including capitalised
interest) of Borrowings which is:

(a)	owing by the Borrower to any of its shareholders; and

(b)	fully subordinated to the indebtedness of the Borrower under this
Agreement by a subordination agreement in an agreed form.

"Subsidiary"
means:-

(a)	a subsidiary within the meaning of Section 736 of the Companies
Act 1985 as amended by Section 144 of the Companies Act 1989; and

(b)	unless the context otherwise requires, a subsidiary undertaking
within the meaning of Section 21 of the Companies Act 1989.

"Total Commitments"
means the aggregate for the time being of the Commitments, being
(POUNDS)50,000,000 at the date of this Agreement.

"YEG Facility"
means the agreement dated on or about the date of this Agreement
and made between the Borrower, the Arrangers, the Banks and the
Agent.

"YPG"
means Yorkshire Power Group Limited.

1.2	Construction
(a)	In this Agreement, unless the contrary intention appears, a
reference to:-

(i)	an "agreed form" means, in the case of a document, the form of
that document agreed between the Borrower and the Agent as
evidenced by the initialling of that document (or other written
confirmation of the same) by the Borrower and the Agent or their
respective legal advisers;

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

an "authorisation" includes an authorisation, consent, approval,
resolution, licence, exemption, filing and registration;

a "month" is a reference to a period starting on one day in a
calendar month and ending on the numerically corresponding day in
the next calendar month, except that, if there is no numerically
corresponding day in the month in which that period ends, that
period shall end on the last day in that calendar month;

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

"(POUNDS)" and "sterling" means the lawful currency for the time
being of the United Kingdom; and

"tax" includes any present or future tax, levy, impost, duty,
charge, fee deduction or withholding of any nature and whatever
called by whomsoever and wherever imposed, levied, collected,
withheld or assessed;

(ii)	a provision of law is a reference to that provision as amended or
re-enacted;

(iii)	a Clause or a Schedule is a reference to a clause of or a
schedule to this Agreement;

(iv)	a person includes its successors and assigns;

(v)	a Finance Document or another document is a reference to that
Finance Document or other document as amended, novated or
supplemented; and

(vi)	a time of day is a reference to London time.

(b)	Unless the contrary intention appears, a term used in any other
Finance Document or in any notice given under or in connection
with any Finance Document has the same meaning in that Finance
Document or notice as in this Agreement.

(c)	The index to and the headings in this Agreement are for
convenience only and are to be ignored in construing this
Agreement.

1.3	Financial definitions
In this Agreement, Adjusted Share Capital and Reserves as at the
end of a Relevant Period, and EBITDA, Interest Payable and
Interest Receivable for any Relevant Period shall be determined
or calculated by reference to the financial statements of the
Borrower, or any other relevant entity for that Relevant Period
delivered to the Agent under Clause 16.2 (Financial information).

2.	THE FACILITY
2.1	Facility
(a)	Subject to the terms of this Agreement, the Banks agree to make
Loans (being revolving Loans) available to the Borrower during
the Commitment Period up to an aggregate principal amount not
exceeding at any time the aggregate of the Commitments.

(b)	No Bank is obliged to lend more than its Commitment.

2.2	Nature of a Finance Party's rights and obligations
(a)	The obligations of a Finance Party under the Finance Documents
are several.  Failure of a Finance Party to carry out those
obligations does not relieve any other Party of its obligations
under the Finance Documents.  No Finance Party is responsible for
the obligations of any other Finance Party under the Finance
Documents.

(b)	The rights of a Finance Party under the Finance Documents are
divided rights.  A Finance Party may, except as otherwise stated
in the Finance Documents, separately enforce those rights.

2.3	Change of currency
(a)	If more than one currency or currency unit denomination are at
the same time recognised by the central bank of any country as
the lawful currency of that country, then:-

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

(ii)	any translation from one currency or currency unit to another
shall be at the official rate of exchange or conversion rate
recognised by the central bank for the conversion of that
currency or currency unit into the other, rounded up or down by
the Agent acting reasonably.

(b)	If a change in any currency of a country occurs, this Agreement
will be amended to the extent the Agent specifies to be necessary
to reflect the change in currency and to put the Banks and the
Borrower in the same position, so far as possible, that they
would have been in if no change in currency had occurred.

3.	PURPOSE
(a)	The Borrower shall apply each Loan made to it under the Facility
towards its general corporate purposes and those of its
Subsidiaries.

(b)	Without affecting the obligations of the Borrower in any way, no
Finance Party is bound to monitor or verify the application of
any Loan.

4.	CONDITIONS PRECEDENT
4.1	Documentary conditions precedent
	The Borrower may not deliver a Request until the Agent has
notified the Borrower and the Banks that it has received all the
documents set out in Schedule 2 in the agreed form or, if not in
the agreed form, in form and substance satisfactory to the Agent.

4.2	Conditions precedent to first Loan
The obligation of each Bank to make the first Loan to the
Borrower is subject to the further condition precedent that the
Agent has received evidence satisfactory to it that, on that
first Drawdown Date, the Existing Facilities have been (or will
be immediately following the making of the first Loan) prepaid
and cancelled in full.

4.3	Further conditions precedent
The obligation of each Bank to make any Loan is subject to the
further conditions precedent that on both the date of the Request
and the Drawdown Date:-

(a)	the representations and warranties in Clause 15 (Representations
and warranties) to be repeated on those dates are correct in all
material respects and will be correct in all material respects
immediately after the Loan is made; and

(b)	(i)	(in the case of a Loan other than a Rollover Loan) no
Default;

(ii)	in the case of a Rollover Loan, no Event of Default

is outstanding or would result from the making of the Loan.

5.	DRAWDOWN
5.1	Commitment Period
(a)	The Borrower may borrow a Loan under the Facility during the
Commitment Period if the Agent receives, not later than 10.00
a.m. on the Business Day before the proposed Drawdown Date a duly
completed Request.  Each Request is irrevocable.

(b)	The Commitments shall automatically be cancelled in full on the
Repayment Date.

5.2	Completion of Requests
A Request will not be regarded as having been duly completed
unless:-

(a)	the Drawdown Date is a Business Day (which must fall before the
Repayment Date);

(b)	the principal amount of the Loan is a minimum of
(POUNDS)5,000,000 and is an integral multiple of
(POUNDS)5,000,000 or the balance of the undrawn Commitment;

(c)	the Interest Period selected complies with Clause 8 (Interest
Periods); and

(d)	the payment instructions comply with Clause 10 (Payments).

Each Request must specify one Loan only, but the Borrower may,
subject to the other terms of this Agreement, deliver more than
one Request on any one day.  Unless otherwise agreed by the
Agent, the number of Loans outstanding, together with the number
of sterling-denominated loans outstanding under the YEG Facility,
shall not at any time exceed ten.

5.3	Advance of Loan
(a)	The Agent shall promptly notify each Bank of the details of a
requested Loan and the amount of its participation in that Loan.

(b)	Subject to the terms of this Agreement, each Bank shall make its
participation in a Loan available to the Agent for each Borrower
on the relevant Drawdown Date.

(c)	The amount of each Bank's participation in a Loan will be the
proportion of the Loan which its Commitment bears to the Total
Commitments on the proposed Drawdown Date.

6.	REPAYMENT
6.1	Repayment
Each Loan shall be repaid in full by the Borrower on the last day
of the Interest Period for that Loan.

6.2	Re-borrowing
	Amounts repaid under the Facility may be re-borrowed, in
accordance with the terms of this Agreement, prior to the
Repayment Date.

7.	PREPAYMENT AND CANCELLATION
7.1	Voluntary prepayment
(a)	The Borrower may at any time, by giving not less than five
Business Days' prior notice (or such shorter period as the
Majority Banks may agree) to the Agent, prepay any Loan made to
it in whole or in part (but, if in part, in a minimum amount of
(POUNDS)5,000,000 and an integral multiple of (POUNDS)5,000,000).

(b)	Any prepayment of a Loan under this Clause 7.1 shall be applied
pro rata against the participations of each Bank participating in
that Loan.

7.2	Voluntary cancellation
(a)	The Borrower may, by giving not less than five Business Days'
prior notice (or such lesser period as the Majority Banks may
agree) to the Agent, cancel the undrawn amount of the Total
Commitments in relation to the Facility in whole or in part (but,
if in part, in a minimum amount of (POUNDS)5,000,000 and an
integral multiple of (POUNDS)5,000,000).

(b)	Any cancellation in part shall be applied pro rata against the
Commitment of each Bank.

7.3	Additional right of prepayment and cancellation
(a)	If:-

(i)	the Borrower is required to pay to a Finance Party any additional
amounts under Clause 11 (Taxes); or

(ii)	the Borrower is required to pay to a Finance Party any amount
under Clause 13 (Increased costs)

then, without prejudice to the obligations of the Borrower under
those Clauses, the Borrower may, whilst the relevant
circumstances continue, serve a notice of prepayment and
cancellation on that Bank through the Agent.  In that event:-

(i)	the Commitment of that Bank shall be cancelled; and

(ii)	on the date falling five Business Days after the date of service
of the notice, the Borrower shall prepay that Bank's
participation in all the Loans made to it.

(b)	If interest on a Loan is being calculated in accordance with
Clause 12.2 (Alternative basis), then, without prejudice to the
obligations of the Borrower under that Clause, the Borrower may,
whilst the relevant circumstances continue, serve a notice of
prepayment and cancellation on each Bank through the Agent.  On
the date falling five Business Days after the date of service of
the notice, the Borrower giving such notice shall prepay all the
Loans made to it (or them).

7.4	Miscellaneous provisions
(a)	Any notice of prepayment and/or cancellation under this Agreement
is irrevocable.

(b)	All prepayments under this Agreement shall be made together with
accrued interest on the amount prepaid and, subject to
Clause 22.2 (Other indemnities), without premium or penalty.

(c)	No prepayment or cancellation is permitted except in accordance
with the express terms of this Agreement.

(d)	Subject to the terms of this Agreement, amounts prepaid under the
Facility at any time may be reborrowed.

8.	INTEREST PERIODS
8.1	General
	Each Loan shall have one Interest Period only.

8.2	Selection
(a)	The Borrower shall select the Interest Period for a Loan in the
relevant Request.

(b)	Subject to the following provisions of this Clause 8, each
Interest Period will be either an approved duration or an
optional duration as so selected under paragraph (a) above.

In this Clause 8:-

"approved duration" means one, two, three or six months; and

"optional duration" means any other period agreed by the Banks.

(c)	No Interest Period for any Loan may extend beyond the Repayment
Date.

8.3	Selection of an optional duration
(a)	If the Borrower selects an Interest Period of an optional
duration, it may also select an Interest Period of an approved
duration to apply if the selection of an optional duration
becomes ineffective in accordance with paragraph (b) below.

(b)	If:-

(i)	the Borrower requests an Interest Period of an optional duration;
and

(ii)	the Agent notifies the Borrower not later than 10.30 a.m. on the
first Business Day of that Interest Period that matching deposits
are not available to the Reference Banks in the London interbank
market to fund the Loan for that Interest Period,

the Interest Period for that Loan shall be the alternative period
so specified or, in the absence of any alternative selection, one
month.

8.4	Non-Business Days
	If an Interest Period would otherwise end on a day which is not a
Business Day, that Interest Period shall instead end on the next
Business Day in that calendar month (if there is one) or the
preceding Business Day (if there is not).

8.5	Notification
The Agent shall notify each relevant Party of the duration of
each Interest Period promptly after ascertaining its duration.

9.	INTEREST
9.1	Interest rate
The rate of interest on each Loan for its Interest Period is the
rate per annum determined by the Agent to be the aggregate of the
applicable:-

(a)	Margin;

(b)	LIBOR; and

(c)	Mandatory Cost.

9.2	Due dates
Except as otherwise provided in this Agreement, accrued interest
on each Loan is payable by the Borrower on the last day of each
Interest Period for that Loan and also, if the Interest Period is
longer than 6 months, on the date falling 6 months after the
first day of that Interest Period.

9.3	Default interest
(a)	If the Borrower fails to pay any amount payable by it under this
Agreement, it shall forthwith on demand by the Agent pay interest
on the overdue amount from the due date up to the date of actual
payment, as well after as before judgment, at a rate (the
"default rate") determined by the Agent to be 1 per cent. per
annum above the rate which would have been payable if the overdue
amount had, during the period of non-payment, constituted a Loan
for such successive Interest Periods of such duration as the
Agent may determine (each a "Designated Interest Period").

(b)	The default rate will be determined by the Agent on each Business
Day or the first day of, or two Business Days before the first
day of, the relevant Designated Interest Period, as appropriate.

(c)	If the default rate is to be calculated by reference to LIBOR and
no rates are being quoted on the Telerate Screen or the Reuters
Screen and the Agent determines that deposits of the overdue
amount are not at the relevant time being made available by the
Reference Banks to leading banks in the London interbank market,
the default rate will be determined by reference to the cost of
funds to the Agent from whatever sources it may select.

(d)	Default interest will be compounded at the end of each Designated
Interest Period.

9.4	Notification
The Agent shall promptly notify each relevant Party of each
determination of each rate of interest under this Agreement.

10.	PAYMENTS
10.1	Place
All payments under the Finance Documents by the Borrower or a
Bank shall be made to the Agent to its account at such office or
bank in the U.K. as it may notify to the Borrower or Bank for
this purpose.

10.2	Funds
Payments under the Finance Documents to the Agent shall be made
for value on the due date at such times and in such funds as the
Agent may specify as being customary at the time for the
settlement of transactions in sterling.

10.3	Distribution
(a)	Each payment received by the Agent under the Finance Documents
for another Party shall, subject to paragraphs (b) and (c) below,
be made available by the Agent to that Party by payment (on the
date and in the currency and funds of receipt) to its account
with such bank in the principal financial centre of the country
of the relevant currency as it may notify to the Agent for this
purpose by not less than five Business Days' prior notice.

(b)	The Agent may apply any amount received by it for the Borrower in
or towards payment (on the date and in the currency and funds of
receipt) of any amount due from the Borrower under this Agreement
or in or towards the purchase of any amount of any currency to be
so applied.

(c)	Where a sum is to be paid under this Agreement to the Agent under
the Finance Documents for another Party, the Agent is not obliged
to pay that sum to that Party until it has established that it
has actually received that sum.  The Agent may, however, assume
that the sum has been paid to it in accordance with this
Agreement and, in reliance on that assumption, make available to
that Party a corresponding amount.  If the sum has not been made
available but the Agent has paid a corresponding amount to
another Party, that Party shall refund the corresponding amount
within three Business Days of demand, together with interest on
that amount from the date of payment to the date of receipt,
calculated at a rate determined by the Agent to reflect its cost
of funds.

10.4	Currency
(a)	Amounts payable in respect of costs, expenses and taxes and the
like are payable in the currency in which they are incurred.

(b)	Any other amount payable under the Finance Documents is, except
as otherwise provided in the Finance Documents, payable in
sterling.

10.5	Set-off and counterclaim
All payments made by the Borrower under the Finance Documents
shall be made without set-off or counterclaim.

10.6	Non-Business Days
(a)	If a payment under the Finance Documents is due on a day which is
not a Business Day, the due date for that payment shall instead
be the next Business Day in the same calendar month (if there is
one) or the preceding Business Day (if there is not).

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

10.7	Partial payments
(a)	If the Agent receives a payment insufficient to discharge all the
amounts then due and payable by the Borrower under this
Agreement, the Agent shall apply that payment towards the
obligations of the Borrower under this Agreement in the following
order:-

(i)	first, in or towards payment pro rata of any unpaid fees, costs
and expenses of the Agent under this Agreement;

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

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

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

(b)	The Agent shall, if so directed by all the Banks, vary the order
set out in sub-paragraphs (a)(ii) to (iv) above.

(c)	Paragraphs (a) and (b) above will override any
appropriation made by a Borrower.

11.	TAXES
11.1	Gross-up
Subject to Clause 11.4 (Exceptions from gross-up), each payment
to be made by the Borrower under this Agreement shall be made
free and clear of and without deduction or withholding (whether
for or on account of tax or otherwise) unless the Borrower is
required by law to make such a payment subject to such deduction
or withholding in respect of any taxes imposed by laws of the
United Kingdom or any federation or association of sovereign
states of which the United Kingdom is a member ("Relevant
Taxes").  If any Relevant Tax or amounts in respect of Relevant
Tax must be deducted, or any other deductions must be made, from
any amounts payable or paid by the Borrower, or paid or payable
by the Agent to a Bank, under the Finance Documents, the Borrower
shall (subject as provided in this Clause) increase the sum
payable to the extent necessary to ensure that, after the making
of such deduction or withholding, the relevant Bank receives 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 made or required to  be made.

11.2	Tax receipts
Within 30 days after paying any sum from which it is required by
law to make any deduction or withholding, the Borrower shall
deliver to the Agent for the relevant Bank evidence satisfactory
to that Bank of that deduction, withholding or payment and (where
remittance is required) of the remittance thereof to the relevant
taxing or other authority (a receipt by the relevant taxing or
other authority being deemed to be such evidence).

11.3	Tax credits
If the Borrower makes a payment under Clause 11.1 (Gross-up) for
the account of a Bank and that Bank determines that it has
received or been granted a credit against or relief or remission
for, or repayment of, any tax paid or payable by it in respect of
or calculated with reference to the deduction or withholding
under Clause 11.1 (Gross-up) that Bank shall, to the extent that
it can do so without prejudice to the retention of the amount of
such credit, relief, remission or repayment, pay the that
Borrower such amount as that Bank determines is attributable to
such deduction or withholding under Clause 11.1 (Gross-up) and
which will leave that Bank (after such payment) in no better or
worse position than it would have been in if the Borrower had not
been required to make such deduction or withholding under
Clause 11.1 (Gross-up).  Nothing in this Clause 11.3 shall
interfere with the right of a Bank to arrange its tax affairs in
whatever manner it thinks fit nor oblige a Bank to disclose any
information relating to its tax affairs or any computations in
respect thereof.

11.4	Exceptions from gross-up
(a)	If:

(i)	a Bank is not or ceases to be a Qualifying Bank; and

(ii)	as a result the Borrower is required to deduct or withhold United
Kingdom income tax in respect of payments of interest to be made
by the Borrower to that Bank under this Agreement,

then the Borrower shall not be liable to pay under Clause 11.1
(Gross-up) in respect of any such payment of interest any amount
in excess of the amount it would have been obliged to pay if that
Bank were a Qualifying Bank provided that this Clause 11.4 shall
not apply if, after the date of this Agreement any change occurs
in, or in the official interpretation or application of, any
relevant law or the practice of the United Kingdom Inland Revenue
and as a result thereof that Bank is not or ceases to be a
Qualifying Bank.

(b)	The obligation of the Borrower to pay an additional amount under
Clause 11.1 (Gross-up) shall not apply to the extent that the tax
deducted is tax on the overall net income of a Bank save to the
extent that such tax is in respect of the relevant payment from
which the deduction must be made.

11.5	Notification
If at any time after the date of this Agreement a Bank is aware
that it is not or will cease to be a Qualifying Bank (for
whatever reason), it shall promptly notify the Borrower through
the Agent.

12.	MARKET DISRUPTION
12.1	Absence of quotations
If LIBOR is to be determined by reference to the Reference Banks
but a Reference Bank does not supply an offered rate by
11.30 a.m. on the Drawdown Date, the applicable LIBOR shall,
subject to Clause 12.2 (Market disruption), be determined on the
basis of the quotations of the remaining Reference Banks.

12.2	Market disruption
If:

(a)	LIBOR is to be determined by reference to the Reference Banks but
no, or only one, Reference Bank supplies a rate by 11.30 a.m. on
the Drawdown Date or the Agent otherwise determines that, by
reason of circumstances affecting the London Interbank Market
generally and not specific to the Bank or Banks concerned,
adequate and fair means do not exist for ascertaining LIBOR; or

(b)	the Agent receives notification from Banks whose participations
in a Loan exceed 50 per cent. of that Loan that, by reason of
circumstances affecting the London Interbank Market generally and
not specific to the Bank or Banks concerned:-

(i)	matching deposits will not be available to them in the London
interbank market in the ordinary course of business to fund their
participations in that Loan for the relevant Interest Period; or

(ii)	the cost to them of matching deposits in the London interbank
market would be in excess of LIBOR for the relevant Interest
Period,

the Agent shall promptly notify the Borrower and the relevant
Banks of the fact and that this Clause 12 is in operation.

12.3	Alternative basis
(a)	If a notification under Clause 12.2 (Market disruption) applies
to a Loan which has not been made:

(i)	that Loan shall still be made;

(ii)	the Interest Period of that Loan shall be one month; and

(iii)	interest in respect of that Loan shall be calculated in
accordance with paragraph (b) below.

(b)	If a notification under Clause 12.2 (Market disruption) applies
to a Loan which is made under paragraph (a) above or which is
outstanding then, notwithstanding any other provision of this
Agreement:

(i)	within five Business Days of receipt of the notification, the
Borrower and the Agent shall enter into negotiations for a period
of not more than 30 days with a view to agreeing an alternative
basis for determining the rate of interest and/or funding
applicable to that Loan and/or any other Loans;

(ii)	if no alternative basis is agreed, the Agent shall certify on or
before the last day of the Interest Period to which the
notification relates an alternative basis for maintaining that
Loan, which shall be binding on the relevant Borrower; and

(iii)	any such alternative basis may include an alternative method of
fixing the interest rate, alternative Interest Periods or
alternative currencies but it must reflect the cost to the Banks
of funding the Loan from whatever sources they may select plus
the Margin plus any Mandatory Cost.

(c)	The Agent shall consult with the Borrower at least once every
14 days after the occurrence and during the continuance of the
circumstances specified in the foregoing provisions of this
Clause 12 with a view to reverting to the normal provisions for
the determination of the rates of interest applicable to any
Loan.

13.	INCREASED COSTS
13.1	Increased costs
(a)	Subject to Clause 13.2 (Exceptions), the Borrower shall within
five Business Days of a demand by a Bank pay to that Bank the
amount of any increased cost incurred by it or its holding
company as a result of any change in or change in the
interpretation or application of any law or regulation (including
any law or regulation relating to taxation, or reserve asset,
special deposit, cash ratio, liquidity or capital adequacy
requirements or any other form of banking or monetary control).
Any such demand shall set out in reasonable detail the
calculation and the cause of the amounts claimed and contain
confirmation that the affected Bank is taking the same approach
in relation to the majority of its other facilities of a similar
nature.

(b)	In this Agreement "increased cost" means:

(i)	an additional cost incurred by a Bank or its holding company as a
result of that Bank having entered into, or performing,
maintaining or funding its obligations under, this Agreement; or

(ii)	that portion of an additional cost incurred by a Bank or its
holding company in that Bank making, funding or maintaining all
or any advances comprised in a class of advances formed by or
including the Loans made or to be made under this Agreement as is
attributable to it or its holding company in that Bank making,
funding or maintaining the Loans; or

(iii)	a reduction in any amount payable to a Bank or its holding
company or the effective return to a Bank or its holding company
under this Agreement or on its capital; or

(iv)	the amount of any payment made by a Bank or its holding company,
or the amount of any interest or other return foregone by a Bank
or its holding company, calculated by reference to any amount
received or receivable by a Bank under this Agreement.

13.2	Exceptions
Clause 13.1 (Increased costs) does not apply to any increased
cost:-

(a)	compensated for by the payment of the Mandatory Cost;

(b)	compensated for by the operation of Clause 11 (Taxes) or which
would have been compensated under that Clause but for the
operation of Clause 11.4 (Exceptions from gross-up);

(c)	attributable to any change in the rate of tax on the overall net
income of a Bank;

(d)	occurring as a result of any negligence or default of a Bank,
including, without limitation, a breach by a Bank of any fiscal,
monetary or capital adequacy limit imposed on it by any law or
regulation; or

(e)	occurring as a result of a transfer or novation of a Bank's
rights or obligations under this Agreement; or

(f)	any increased cost attributable to any implementation of the
proposals contained in any of:-

(i)	the statement of the Basle Committee on Banking Regulations and
Supervisory Practices dated July 1988 and entitled "International
Convergence of Capital Measurement and Capital Standards"; or

(ii)	the EC Solvency Ratio Directive, EC Own Funds Directive, or
EC Capital Adequacy Directive or any law, regulation, rule,
official directive, request or guideline (whether or not having
the force of law) of any governmental body, central bank, agency,
department, regulatory, self-regulatory or other authority in any
jurisdiction, implementing, applying or supplementing any of them
with which a Bank complies or is required to comply,

in each case as published before the date of this Agreement
unless it results from any change in, or change in the
interpretation of or application of, that statement, Directive,
law, regulation, rule, official directive, request or guideline
after the date of this Agreement.

14.	ILLEGALITY AND MITIGATION
14.1	Illegality
If it is or becomes unlawful in any jurisdiction for a Bank to
give effect to any of its obligations as contemplated by this
Agreement or to fund or maintain its participation in any Loan,
then:-

(a)	that Bank may notify the Borrower through the Agent accordingly;
and

(b)	(i)	the Borrower shall forthwith prepay the participations of
that Bank in all or part of the Loans made to it to the extent
necessary to avoid the relevant illegality, together with accrued
interest on that portion of those Loans; and

(ii)	the Commitment of that Bank shall be reduced to such amount as
would be lawful or (if no such amount would be lawful) to zero,

in each case, on or before the last day before the relevant
unlawfulness takes effect.

14.2	Mitigation
If circumstances arise which would, or would on the giving of
notice, result in:-

(a)	any additional amounts becoming payable under Clause 11 (Taxes);
or

(b)	any amount becoming payable under Clause 13 (Increased costs); or

(c)	any prepayment, early payment or cancellation under Clause 14.1
(Illegality),

then, without limiting the obligations of the Borrower under this
Agreement and without prejudice to the terms of Clauses 11
(Taxes), 13 (Increased costs) and 14.1 (Illegality), the affected
Finance Party may, in consultation with the Borrower, take such
steps as may reasonably be open to it to mitigate or remove such
circumstance, including (without limitation) the transfer of its
rights and obligations under this Agreement to another branch or
another bank or financial institution acceptable to the Borrower,
unless to do so would (in the sole opinion of the affected
Finance Party) be prejudicial to it.

15.	REPRESENTATIONS AND WARRANTIES
15.1	Representations and warranties
The Borrower makes the representations and warranties set out in
this Clause 15 (Representations and warranties) to each Finance
Party.

15.2	Status
(a)	It is a limited liability company, duly incorporated and validly
existing under the laws of England;

(b)	each member of the Group has the power to own its assets and
carry on its business as it is being conducted;

(c)	each Licence Holder has been duly licensed and authorised by the
Secretary of State under Section 6(I)(c) of the Act for the
generation, distribution and/or supply of electricity and the
Licence is in full force and effect.

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

15.4	Legal validity
Except as stated in any qualifications as to matters of law in
any legal opinion referred to in Schedule 2, each Finance
Document to which it is or will be a party constitutes, or when
executed in accordance with its terms will constitute, its legal,
valid and binding obligation.

15.5	Non-conflict
(a)	The entry into and performance by it of, and the transactions
contemplated by, the Finance Documents do not and will not
conflict with the Licence in any material respect.

(b)	The entry into and performance by it of, and the transactions
contemplated by, the Finance Documents do not and will not:-

(i)	conflict with any law or regulation or authorisation or judicial
or official order in any material respect; or

(ii)	conflict with the constitutional documents of any member of the
Group; or

(iii)	conflict with the Licence or any document which is binding upon
any member of the Group or any asset of any member of the Group
to an extent or in a manner which would have a Material Adverse
Effect.

15.6	No default
No Event of Default or Default is outstanding which has not been
remedied or waived or would result from the making of any Loan.

15.7	Authorisations
All authorisations which are necessary for the entry into,
performance and validity of, and the transactions contemplated
by, the Finance Documents have been obtained or effected (as
appropriate) and are in full force and effect.

15.8	Accounts
	On and from the date that audited consolidated accounts of the
Group are first delivered to the Agent under Clause 16.2
(Financial information), the audited consolidated accounts of the
Group most recently delivered to the Agent:-

(a)	have been prepared in accordance with accounting principles and
practices generally accepted in the United Kingdom; and

(b)	(in conjunction with the notes thereto) give a true and fair view
of the consolidated financial condition of the Group as at the
date to which they were drawn up.

15.9	Material adverse change
	Since the date as at which the most recent audited consolidated
financial statements of the Borrower were stated to be prepared,
there has been no material adverse change in the financial
condition of Group taken as a whole.

15.10	Litigation
Save as disclosed in writing to the Agent prior to the date of
this Agreement no litigation or arbitration is current or, to its
knowledge, pending or has been threatened in writing, which are
likely to be determined adversely to it and, if so determined,
might reasonably be likely to have a Material Adverse Effect.

15.11	Licence
(a)	The Licence is in full force and effect and there exist no
material breaches of the terms of the Licence.

(b)	There are no circumstances in existence which would be likely to
lead the Director General or the Secretary of State to seek to
revoke the Licence except in each case where the relevant event
or circumstances would not have a Material Adverse Effect.

(c)	The Borrower has not breached:

(i)	any requirement of the Act or any regulations made thereunder; or

(ii)	any other statutory requirement or any final order or confirmed
provisional order in each case made under the Act; or

(iii)	any undertaking given by it to the Director General or the
Secretary of State in relation to the conduct of its business as
a generator of electricity or as a public electricity supplier
(as the case may be),

the consequence of which is reasonably likely to have a Material
Adverse Effect.

(d)	Neither the Director General nor the Secretary of State has given
notice to revoke a Licence.

(e)	Save as described in writing to the Agent no amendment of any of
the terms of a Licence has been made or proposed which is
reasonably likely to have a Material Adverse Effect.

15.12	Information
To the best of the knowledge of the Borrower after due
enquiry:

(a)	the factual information contained in Sections 4, 5 and 6 of the
Information Memorandum (other than the information referred to in
paragraph (b) below) was true in all material respects as at its
date;

(b)	the factual information contained in the Information Memorandum
which has been taken from the SEC filing dated 3rd June, 1998 was
true in all material respects as at the date of that SEC filing;

(c)	all estimates and projections contained in the Information
Memorandum were prepared by the Borrower based upon assumptions
that the Borrower considered to be reasonable as at the date of
their preparation and on the basis of information available to
the Borrower provided by third parties the Borrower believed, in
each case, to be reliable, except that no representation is made
that these estimates or projections will be achieved;

(d)	the Information Memorandum did not omit as at its date any
information which renders the information contained in it untrue
or misleading in any material respect; and

(e)	as at the date of the Credit Agreement, nothing has occurred
since the date of the Information Memorandum which renders the
factual information contained in Sections 4, 5 and 6 of the
Information Memorandum untrue or misleading in any material
respect.

15.13	Times for making representations and warranties
The representations and warranties set out in this Clause 15
(Representations and warranties):-

(a)	are made on the date of this Agreement; and

(b)	(other than the representations in Clauses 15.2(c) (Status),
15.5(a) (Non-conflict), 15.9 (Material adverse change), 15.10
(Litigation), 15.11(c) to (e) (Licence) and 15.12 (Information))
are deemed to be repeated by the Borrower on the date of each
Request made by it and the first day of each Interest Period of a
Loan with reference to the facts and circumstances then existing
but as if the words in Clause 15.6 (No default) "or Default" had
been deleted.

16.	UNDERTAKINGS
16.1	Duration
The undertakings in this Clause 16 (Undertakings) remain in force
from the date of this Agreement for so long as any amount is or
may be outstanding under this Agreement or any Commitment is in
force.

16.2	Financial information
The Borrower shall supply to the Agent (with sufficient copies
for all the Banks):-

(a)	as soon as the same are available (and in any event within
180 days of the end of each of its financial years), the audited
consolidated accounts of the Group for that financial year;

(b)	as soon as the same are available (and in any event within
90 days of the end of the first half-year of each of its
financial years), the unaudited consolidated accounts of the
Group for that half-year; and

(c)	together with the accounts specified in paragraphs (a) and (b)
above, a certificate signed by two of its directors on its behalf
setting out in reasonable detail computations establishing
compliance with Clause 16.15 (Financial covenants),

and all such accounts supplied under paragraphs (a) or (b) above
shall be prepared in accordance with accounting principles
generally accepted in the United Kingdom.

16.3	Information - Miscellaneous
The Borrower shall supply to the Agent (with sufficient copies
for all the Banks, if the Agent so requests):-

(a)	all documents despatched by it to its creditors generally or (if
it is not a close company within the meaning of Section 414 of
the Income and Corporation Taxes Act, 1988) to its shareholders
generally (or any class of its shareholders generally) at the
same time as they are despatched;

(b)	promptly upon becoming aware of them, details of any litigation,
arbitration or administrative proceedings which are current,
threatened in writing or pending, and which if they had been
current or threatened in writing on the date of this Agreement
would have resulted in the representation in Clause 15.10
(Litigation) being incorrect in any material respect; and

(c)	promptly upon becoming aware that any modifications to the
Licence are being proposed by the Director General or the
Secretary of State, reasonable details thereof, to be updated
from time to time to reflect any changes, provided that such
details shall be required to be reported to the Agent hereunder,
only to the extent that if such proposed modifications were to be
made to the Licence, compliance with such modification or
undertaking would have a Material Adverse Effect.

16.4	Notification of Default
The Borrower shall notify the Agent of any Default or Event of
Default affecting it (and the steps, if any, being taken to
remedy it) promptly upon its occurrence.

16.5	Compliance certificates
The Borrower shall supply to the Agent:-

(a)	together with the accounts specified in Clause 16.2(a) (Financial
information); and

(b)	promptly if the Agent so requests (but no more often than twice
in a calendar year (excluding the certificate under paragraph (a)
above)),

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

16.6	Authorisations
The Borrower shall:-

(a)	use all reasonable endeavours to obtain, maintain and comply in
all material respects with the terms of; and

(b)	(if requested) supply certified copies to the Agent of,

any authorisation required under any law or regulation to enable
it to perform its obligations under, or for the validity or
admissibility in evidence of, any Finance Document.

16.7	Pari passu ranking
The Borrower shall procure that its obligations under the Finance
Documents do and will rank at least pari passu with all its other
present and future unsecured obligations, except for taxes,
national insurance contributions, local or water authority rates
and employee remuneration and benefits which are mandatorily
preferred by law applying to companies generally or by the Act.

16.8	Negative pledge
(a)	The Borrower shall not, and shall procure that none of its
Subsidiaries will, create or permit to subsist any Security
Interest on any of its assets.

(b)	Paragraph (a) does not apply to Permitted Security Interests or
to Security Interests arising under the Act.

16.9	Disposals
	The Borrower shall not, and shall procure that no other
Subsidiary of the Borrower shall, either in a single transaction
or in a series of transactions, whether related or not and
whether voluntarily or involuntarily, sell, transfer, grant or
lease or otherwise dispose of all or any substantial part of the
assets of the Group.

The paragraph above does not apply to:

(a)	sales, conveyances, transfers or other disposals in the ordinary
course of business on arm's length terms or otherwise at market
value; or

(b)	sales, conveyances, transfers or other disposals the aggregate
book value of which is at the time of the final such disposal in
any financial year 7.5 per cent. or less of Adjusted Share
Capital and Reserves; or

(c)	disposals to another member of the Group provided that such
disposals shall only be made to:

(i)	a wholly owned Subsidiary of a Borrower;

(ii)	another person who immediately after such disposal becomes a
wholly owned subsidiary of the Borrower; or

(iii)	another member of the Group if the interest of the Borrower in
that transferee is no less than its interest in the transferor;
or

(d)	disposals of assets in exchange for other assets similar as to
type and value or where all or a substantial part of the net
proceeds of such disposal are used within 60 days of the disposal
(or such longer period as the Majority Banks may agree) in the
acquisition of such assets; or

(e)	disposals of cash raised or borrowed or temporary investments
representing surplus funds; or

(f)	the expenditure of cash in the ordinary course of business
including, without limitation, for the repayment of any debt or
the acquisition of any asset; or

(g)	the payment of any dividend or distribution whatsoever and
whether extraordinary or special in nature or otherwise, in each
case, in cash or in specie; or

(h)	disposals on normal commercial terms of old and/or obsolete
plant or equipment; or

(i)	any distribution of the surplus assets of a Subsidiary (not being
a Principal Subsidiary) in a liquidation or winding up not
involving insolvency; or

(j)	disposals (with or without recourse) of receivables at arm's
length and on normal commercial terms (or by way of
securitisation or monetisation) provided that such disposal would
not of itself be reasonably likely to result in a breach of the
Borrower's obligations under Clause 16.15 (Financial covenants)
either at the time of the disposal or following the disposal; or

(k)	the sale at arm's length of any of the shares in Ionica PLC owned
by the Borrower; or

(l)	the sale at arm's length or otherwise at market value of the
power generation assets owned by members of the Group; or

(m)	with the prior written consent of the Majority Banks.

16.10	Change of business
Unless the Agent (acting on the instructions of the Majority
Banks) otherwise agrees or the change arises by operation of law,
the Borrower shall not permit the Group as a whole to make any
substantial change in the nature of its business as a distributor
and/or supplier of electricity within its authorised area which,
when taken together, would account for more than 10 per cent. of
the consolidated gross assets and/or turnover of the Group.

16.11	Restriction on Borrowings
	No member of the Group will incur or have outstanding any
Borrowings other than:

(a)	under the Finance Documents;

(b)	for the purpose of refinancing the Facility in full on the date
on which such Borrowings are first utilised;

(c)	for the purpose of refinancing part of the Facility;

(d)	Borrowings owing by one member of the Group to another member of
the Group;

(e)	Subordinated Debt;

(f)	Borrowings secured under paragraph (c) of the definition of
Permitted Security Interests up to the amount set out in sub-
paragraph (c)(i) of that definition unless that Security Interest
is to be discharged under sub-paragraph (c)(ii) of that
definition;

(g)	Borrowings under any recourse disposal of receivables where that
disposal is permitted under Clause 16.9(d) (Disposals);

(h)	Project Finance Borrowings;

(i)	with the prior written consent of the Majority Banks; or

(j)	any other Borrowings of the Borrower or any of its Subsidiaries
in an amount which, after deducting Investments of the Borrower
or any of its Subsidiaries do not exceed in aggregate
(POUNDS)700,000,000 (including under the Finance Documents and
the YEG Facility).

16.12	Environmental Matters
The Borrower will ensure that each member of the Group will:

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

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

16.13	Licence
(a)	To the extent that there would otherwise be a Material Adverse
Effect, the Borrower shall, and shall ensure that each Licence
Holder shall, comply with all terms and conditions of the Licence
and with the requirements of all laws, rules, regulations, orders
and other requirements for the time being of the Secretary of
State and the Director General applicable to each Licence Holder
with which it is obliged to comply; and

(b)	the Borrower will promptly notify the Agent of any amendments to
the Licence occurring after the date of this Agreement (other
than those of a minor and/or technical nature).

16.14	Change of basis
If, at any time, the Borrower changes or proposes to change in
any material respect the basis upon which the Group's audited
annual consolidated accounts are prepared (whether or not by
reason of a change in accounting standards or otherwise), then:-

(a)	the Borrower shall promptly notify the Agent of the change or
proposed change;

(b)	subject to paragraph (c) below, the Borrower shall calculate the
financial covenants under Clause 16.15 (Financial covenants) on
the basis of the accounting standards used for the Original Group
Accounts and shall provide appropriate calculations with the
certificates delivered under Clause 16.2(c) (Financial
information) to show the reconciliations and adjustments that
have been made as a result of the change in accounting standards;
and

(c)	if the Borrower so requests at any time:

(i)	the Borrower and the Agent shall enter into discussions for a
period of not more than 45 days with a view to agreeing the
amendments which would be required to be made to Clause 16.15
(Financial Covenants) to procure that, so far as possible, the
Borrower and the Banks are in no worse position than they would
have been in if the change in accounting standards had not
occurred;

(ii)	any agreement between the Borrower and the Agent under sub-
paragraph (i) above shall be, with the prior consent of the
Majority Banks, binding on all the Parties; and

(iii)	if no agreement is reached under sub-paragraph (i) above, then
the Borrower's auditors shall certify the amendments which would
be required to be made to this Agreement to place the Borrower
and the Banks in the same position they would have been in if the
change had not taken place; a certificate of the auditors in
accordance with the above will, in the absence of manifest error,
be binding on all the Parties.

16.15	Financial covenants
The Borrower shall procure that EBITDA for any Relevant Period
shall not be less than 2.5 times Net Interest Payable for that
Relevant Period.

16.16	Licence undertakings
The Borrower shall promptly supply to the Agent:

(a)	copies of all notices or orders served on it by the Director
General or the Secretary of State in exercise of the powers
conferred on him by the Act to the extent the same might
reasonably be expected to have a Material Adverse Effect;

(b)	details of any references relating to it to the Monopolies and
Mergers Commission after the date of this Agreement; and

(c)	details of the exercise by the Secretary of State or the Director
General of the powers conferred on them by the Fair Trading Act
1973, the Competition Act 1980 and/or Section 12 of the Act
relating to it or any business carried on by it and regulated
thereby.
17.	DEFAULT
17.1	Events of Default
Each of the events set out in Clauses 17.2 (Non-payment) to 17.14
(Expropriation) (inclusive) is an Event of Default (whether or
not caused by any reason whatsoever outside the control of the
Borrower or any other person).

17.2	Non-payment
The Borrower does not pay any amount payable by it under the
Finance Documents on the due date at the place at and in the
currency in which it is expressed to be payable and, but only if
such failure is due solely to administrative error or technical
difficulties, such non payment is not remedied within 3 Business
Days.

17.3	Breach of other obligations
(a)	The Borrower does not comply with the provisions of Clause 16.15
(Financial covenants).

(b)	The Borrower does not comply with any provision of the Finance
Documents (other than those referred to in paragraph (a) above or
Clause 17.2 (Non-payment)) and such default, if capable of
remedy, is not remedied within 25 days after the earlier of the
date upon which the Borrower became aware of the same and the
date on which the Borrower receives notice from the Agent
requiring remedy.

17.4	Misrepresentation
A representation, warranty or statement made or repeated in or in
connection with any Finance Document or in any document delivered
by or on behalf of the Borrower under or in connection with any
Finance Document is incorrect in any respect when made or deemed
to be made or repeated.

17.5	Cross-default
(a)	Any Borrowings of a member of the Group are not paid when due; or

(b)	an event of default howsoever described occurs under any document
relating to Borrowings of a member of the Group and any financier
to which those Borrowings are owed takes any step to improve its
commercial position, whether by charging a fee not provided for
in the original document evidencing those Borrowings, or seeking
more onerous provisions in that document; or

(c)	any Borrowings of a member of the Group become prematurely due
and payable or are placed on demand as a result of an event of
default under the document relating to those Borrowings,

and the aggregate principal amount of Borrowings or amounts
referred to in paragraphs (a) to (c) (inclusive) above exceeds
(POUNDS)15,000,000 or its equivalent in any other currency.

17.6	Administration
(a)	The Borrower or any Principal Subsidiary passes an effective
resolution to present an application for an administration order;
or

(b)	an application for an administration order in relation to the
Borrower or a Principal Subsidiary is presented to the court
unless the application is being contested in good faith on
reasonable grounds by appropriate proceedings; or

(c)	an administration order is made in relation to the Borrower or
any Principal Subsidiary.

17.7	Insolvency
The Borrower or any Principal Subsidiary has any voluntary
arrangement proposed in relation to it under Section 1 of the
Insolvency Act 1986, or enters into any other composition, scheme
of arrangement, compromise or arrangement involving such company
and its respective creditors generally (other than for the
purposes of reconstruction or amalgamation or other similar
arrangement).

17.8	Insolvency proceedings
(a)	The Borrower or any Principal Subsidiary passes an effective
resolution for its winding up other than a resolution previously
approved in writing by the Agent; or

(b)	a petition for the winding up of the Borrower or any Principal
Subsidiary is presented to the court and either:

(i)	such company does not apply to the court within 30 days after the
presentation of such petition requesting the court to refuse such
petition; or

(ii)	it does so apply but such petition is not refused by such court
within 60 days after such application for the refusal of such
petition or any such company becomes subject to a winding up
order,

provided that nothing in this Clause 17.8 shall apply to a
solvent reconstruction, amalgamation or reorganisation of a
Principal Subsidiary.

17.9	Appointment of receivers and managers
Any liquidator, trustee in bankruptcy, compulsory manager,
receiver, administrative receiver, administrator or the like is
appointed in respect of the Borrower or any Principal Subsidiary
or any material part of its assets or undertaking or the
directors of the Borrower or a Principal Subsidiary request the
appointment of a liquidator, trustee in bankruptcy, compulsory
manager, receiver, administrative receiver, administrator or the
like (other than an appointment to which the Agent has approved
pursuant to Clause 17.8 (Insolvency proceedings)).

17.10	Unlawfulness
It is or becomes unlawful for the Borrower to perform any of its
obligations under the Finance Documents.

17.11	Licence
(a)	Any modification (other than a modification which is of a minor
or technical nature) is made to the terms and conditions of the
Licence and such modification would be expected to have a
Material Adverse Effect; or

(b)	the Licence (excluding any second tier supply licence) is
surrendered by the Licence Holder or is revoked by the Secretary
of State or a notice from the Secretary of State is given to that
effect in accordance with its terms or it otherwise ceases to be
in full force and effect and, in each case, the Licence is not
replaced on substantially similar terms except where such
surrender, cessation or revocation has been agreed between the
Borrower and the Secretary of State and consented to by the
Majority Banks and provided that the giving of notice pursuant to
paragraph 3 of Part 1 of the Licence shall not be deemed to
constitute the revocation of the Licence.

17.12	Pooling and Settlement Agreement
Any notice requiring the Borrower to cease to be a party to the
Pooling and Settlement Agreement is given to the Borrower under
clause 66.1.3 or 66.2.2 of the Pooling and Settlement Agreement,
or the Borrower otherwise ceases to be a party to that agreement
and the same has a Material Adverse Effect, unless the Borrower
or any of its Subsidiaries enters into arrangements which replace
the Pooling and Settlement Agreement for electricity trading and
settlement within the electricity industry and those replacement
arrangements do not have a Material Adverse Effect.

17.13	Compliance with the Act
	The Borrower fails to comply with a final order (within the
meaning of Section 25 of the Act) or with a provisional order
(within the meaning of that section) which has been confirmed
under that section (and not since been revoked) or any provisions
of the Act detailing the rights, powers, authorities, obligations
and duties of the Secretary of State or the Director General or
the manner in or time at which they are to be exercised, are
repealed or amended in a manner which has (or is likely to have)
a Material Adverse Effect.

17.14	Expropriation
All or a substantial part of the assets of the Borrower shall be
seized, renationalised or expropriated by any governmental
authority.

17.15	Acceleration
On and at any time after the occurrence of an Event of Default
while the same is continuing, unremedied or unwaived the Agent
may (and, shall if so directed by the Majority Banks), by notice
to each of the Borrower:

(a)	cancel the Total Commitments; and/or

(b)	demand that all or part of the Loans, together with accrued
interest and all other amounts accrued under this Agreement be
immediately due and payable, whereupon they shall become
immediately due and payable; and/or

(c)	demand that all or part of the Loans be payable on demand,
whereupon they shall immediately become payable on demand by the
Agent acting on the instructions of the Majority Banks.

18.	THE AGENT AND THE ARRANGERS
18.1	Appointment and duties of the Agent
(a)	Each Finance Party (other than the Agent) irrevocably appoints
the Agent to act as its agent under and in connection with the
Finance Documents.

(b)	Each Party appointing the Agent irrevocably authorizes the Agent
on its behalf to:

(i)	perform the duties and to exercise the rights, powers and
discretions that are specifically delegated to it under or in
connection with the Finance Documents, together with any other
incidental rights, powers and discretions; and

(ii)	execute each Finance Document expressed to be executed by the
Agent on that Party's behalf.

(c)	The Agent shall have only those duties which are expressly
specified in the Finance Documents.  Those duties are solely of a
mechanical and administrative nature.

18.2	Role of the Arrangers
Except as otherwise provided in the Finance Documents, the
Arrangers have no obligations of any kind to any other Finance
Party under or in connection with any Finance Document.

18.3	Relationship
The relationship between the Agent and the other Finance Parties
is that of agent and principal only.  Nothing in this Agreement
constitutes the Agent as trustee or fiduciary for any other Party
or any other person and the Agent need not hold in trust any
moneys paid to it for a Party or be liable to account for
interest on those moneys.

18.4	Majority Banks' instructions
(a)	The Agent will be fully protected if it acts in accordance with
the instructions of the Majority Banks in connection with the
exercise of any right, power or discretion or any matter not
expressly provided for in the Finance Documents.  Any such
instructions given by the Majority Banks will be binding on all
the Banks.  In the absence of such instructions the Agent may act
as it considers to be in the best interests of all the Banks.

(b)	The Agent is not authorized to act on behalf of a Bank (without
first obtaining that Bank's consent) in any legal or arbitration
proceedings relating to any Finance Document.

18.5	Delegation
The Agent may act under the Finance Documents through its
personnel and agents.

18.6	Responsibility for documentation
Neither the Agent nor the Arrangers are responsible to any other
Finance Party for:-

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

(b)	the collectability of amounts payable under any Finance Document;
or

(c)	the accuracy of any statements (whether written or oral) made in
or in connection with any Finance Document (including the
Information Memorandum).

18.7	Default
(a)	The Agent is not obliged to monitor or enquire as to whether or
not a Default has occurred.  The Agent will not be deemed to have
knowledge of the occurrence of a Default.  However, if the Agent
receives notice from a Party referring to this Agreement,
describing the Default and stating that the event is a Default,
it shall promptly notify the Banks.

(b)	The Agent may require the receipt of security satisfactory to it
whether by way of payment in advance or otherwise, against any
liability or loss which it will or may incur in taking any
proceedings or action arising out of or in connection with any
Finance Document before it commences these proceedings or takes
that action.

18.8	Exoneration
(a)	Without limiting paragraph (b) below, the Agent will not be
liable to any other Finance Party for any action taken or not
taken by it under or in connection with any Finance Document,
unless directly caused by its gross negligence or wilful
misconduct.

(b)	No Party may take any proceedings against any officer, employee
or agent of the Agent in respect of any claim it might have
against the Agent or in respect of any act or omission of any
kind (including gross negligence or wilful misconduct) by that
officer, employee or agent in relation to any Finance Document.

18.9	Reliance
The Agent may:-

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

(b)	rely on any statement made by a director or employee of any
person regarding any matters which may reasonably be assumed to
be within his knowledge or within his power to verify; and

(c)	engage, pay for and rely on legal or other professional advisers
selected by it (including those in the Agent's employment and
those representing a Party other than the Agent).

18.10	Credit approval and appraisal
Without affecting the responsibility of the Borrower for
information supplied by it or on its behalf in connection with
any Finance Document, each Bank confirms that it:-

(a)	has made its own independent investigation and assessment of the
financial condition and affairs of the Borrower and its related
entities in connection with its participation in this Agreement
and has not relied exclusively on any information provided to it
by the Agent or the Arrangers in connection with any Finance
Document; and

(b)	will continue to make its own independent appraisal of the
creditworthiness of the Borrower and its related entities while
any amount is or may be outstanding under the Finance Documents
or any Commitment is in force.

18.11	Information
(a)	The Agent shall promptly forward to the person concerned the
original or a copy of any document which is delivered to the
Agent by a Party for that person.

(b)	The Agent shall promptly supply a Bank with a copy of each
document received by the Agent under Clause 4 (Conditions
precedent) upon the request and at the expense of that Bank.

(c)	Except where this Agreement specifically provides otherwise, the
Agent is not obliged to review or check the accuracy or
completeness of any document it forwards to another Party.

(d)	Except as provided above, the Agent has no duty:-

(i)	either initially or on a continuing basis to provide any Bank
with any credit or other information concerning the financial
condition or affairs of the Borrower or any related entity of the
Borrower whether coming into its possession before, on or after
the date of this Agreement; or

(ii)	unless specifically requested to do so by a Bank in accordance
with a Finance Document, to request any certificates or other
documents from the Borrower.

18.12	The Agent and the Arrangers individually
(a)	If it is also a Bank, each of the Agent and each Arranger has the
same rights and powers under this Agreement as any other Bank and
may exercise those rights and powers as though it were not the
Agent or an Arranger.

(b)	Each of the Agent and each Arranger may:-

(i)	carry on any business with the Borrower or its related entities;

(ii)	act as agent or trustee for, or in relation to any financing
involving, the Borrower or its related entities; and

(iii)	retain any profits or remuneration in connection with its
activities under this Agreement or in relation to any of the
foregoing.

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

(d)	The Borrower irrevocably authorizes the Agent to disclose to the
other Finance Parties any information which is received by it in
its capacity as the Agent.

(e)	The Agent may deduct from any amount received by it for the Banks
pro rata any unpaid fees, costs and expenses of the Agent
incurred by it in connection with the Finance Documents.

18.13	Indemnities
(a)	Without limiting the liability of the Borrower under the Finance
Documents, each Bank shall forthwith on demand indemnify the
Agent for that Bank's proportion of any liability or loss
incurred by the Agent in any way relating to or arising out of
its acting as the Agent, except to the extent that the liability
or loss arises directly from the Agent's gross negligence or
wilful misconduct.

(b)	A Bank's proportion of the liability or loss set out in paragraph
(a) above is the proportion which its participation in the Loans
(if any) bear to all the Loans outstanding on the date of the
demand.  However, if there are no Loans outstanding on the date
of demand, then the proportion will be the proportion which its
Commitment bears to the Total Commitments at the date of demand
or, if the Total Commitments have been cancelled, bore to the
Total Commitments immediately before being cancelled.

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

(b)	Without limiting paragraph (a) above, the Agent need not disclose
any information relating to the Borrower or any of its related
entities if the disclosure might, in the opinion of the Agent,
constitute a breach of any law or regulation or any duty of
secrecy or confidentiality or be otherwise actionable at the suit
of any person.

18.15	Resignation of Agent
(a)	Notwithstanding its irrevocable appointment, the Agent may resign
by giving notice to the Banks and the Borrower, in which case the
Agent may forthwith appoint one of its Affiliates as successor
Agent or, failing that, the Majority Banks may (after
consultation with the Borrower) appoint a successor Agent.

(b)	If the appointment of a successor Agent is to be made by the
Majority Banks but they have not, within 30 days after notice of
resignation, appointed a successor Agent which accepts the
appointment, the retiring Agent may (after consultation with the
Borrower) appoint a successor Agent.

(c)	The resignation of the Agent and the appointment of any successor
Agent will both become effective only upon the successor Agent
notifying all the Parties that it accepts the appointment.  On
giving the notification, the successor Agent will succeed to the
position of the Agent and the term "Agent" will mean the
successor Agent.

(d)	The retiring Agent shall, at its own cost, make available to the
successor Agent such documents and records and provide such
assistance as the successor Agent may reasonably request for the
purposes of performing its functions as the Agent under this
Agreement.

(e)	Upon its resignation becoming effective, this Clause 18 shall
continue to benefit the retiring Agent in respect of any action
taken or not taken by it under or in connection with the Finance
Documents while it was the Agent, and, subject to paragraph (d)
above, it shall have no further obligation under any Finance
Document.

(f)	The Majority Banks may, by notice to the Agent, require it to
resign in accordance with paragraph (a) above.  In this event,
the Agent shall resign in accordance with paragraph (a) above but
it shall not be entitled to appoint one of its Affiliates as
successor Agent.

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

(b)	Each Bank, on the date on which it becomes a party to this
Agreement, represents to the Agent and the Borrower that it is:

(i)	either:

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

(B)	a "bank" as defined in section 840A of the Income and Corporation
Taxes Act 1988 and resident in the United Kingdom; and

(ii)	beneficially entitled to the principal and interest payable by
the Agent to it under this Agreement,

and shall forthwith notify the Agent and the Borrower if either
representation ceases to be correct.

19.	FEES
19.1	Arrangement fee
The Borrower shall, on the earlier of the date falling three
Business Days from the date of this Agreement and the first
Drawdown Date, pay to the Arrangers an arrangement fee in the
amount agreed in the relevant Fee Letter.  This fee shall be
distributed by the Arrangers among the Banks in accordance with
the arrangements agreed by the Arrangers with the Banks prior to
the date of this Agreement.

19.2	Agent's fee
The Borrower shall pay to the Agent for its own account an agency
fee in the amount and on the dates agreed in the relevant Fee
Letter.  The agency fee is payable for so long as any amount is
or may be outstanding under this Agreement or any Commitment is
in force.

19.3	Commitment fee
(a)	The Borrower shall pay to the Agent for each Bank a commitment
fee in the amount of 0.13 per cent. per annum on the undrawn,
uncancelled amount of that Bank's Commitment during the
Commitment Period.

(b)	Accrued commitment fee is payable quarterly in arrear.  Accrued
commitment fee shall also payable to the Agent for the relevant
Bank on the cancelled amount of its Commitment at the time any
cancellation comes into effect.

19.4	VAT
Any fee referred to in this Clause 19 is exclusive of any value
added tax or any other tax which might be chargeable in
connection with that fee.  If any value added tax or other tax is
so chargeable, it shall be paid by the Borrower at the same time
as it pays the relevant fee.

20.	EXPENSES
20.1	Initial and special costs
The Borrower shall, within 10 days of a claim being made , pay
the Agent and the Arrangers the amount of all reasonable costs
and expenses (including, for paragraph (a) below only, legal fees
only up to a maximum of as set out in the relevant Fee Letter)
properly incurred by any of them in connection with:

(a)	the negotiation, preparation, printing and execution of:

(i)	this Agreement and any other documents referred to in this
Agreement;

(ii)	any other Finance Document (other than a Novation Certificate)
executed after the date of this Agreement; and

(b)	any amendment, waiver, consent or suspension of rights (or any
proposal for any of the foregoing) requested by or on behalf of
the Borrower or, in the case of Clause 2.3 (Change of currency),
the Agent, and relating to a Finance Document or a document
referred to in any Finance Document.

20.2	Enforcement Costs
The Borrower shall, within 10 days of demand, pay to each Finance
Party the amount of all costs and expenses (including legal fees)
incurred by it in connection with the enforcement of, or in
preservation of any rights under, any Finance Document.

21.	STAMP DUTIES
The Borrower shall within 10 Business Days of a demand pay to a
Finance Party the amount of any liability it incurs in respect of
any United Kingdom stamp, registration and similar tax which is
or becomes payable in connection with the entry into, performance
or enforcement of any Finance Document.

22.	INDEMNITIES
22.1	Currency indemnity
(a)	If a Finance Party receives an amount in respect of the
Borrower's liability under the Finance Documents or if that
liability is converted into a claim, proof, judgment or order in
a currency other than the currency (the "contractual currency")
in which the amount is expressed to be payable under the relevant
Finance Document:

(i)	the Borrower shall indemnify that Finance Party as an independent
obligation against any loss or liability arising out of or as a
result of the conversion;

(ii)	if the amount received by that Finance Party, when converted into
the contractual currency at a market rate in the usual course of
its business is less than the amount owed in the contractual
currency, the Borrower shall forthwith on demand pay to that
Finance Party an amount in the contractual currency equal to the
deficit; and

(iii)	the Borrower shall pay to that Finance Party forthwith on demand
any exchange costs and taxes payable in connection with any such
conversion.

(b)	The Borrower waives any right it may have in any jurisdiction to
pay any amount under the Finance Documents in a currency other
than that in which it is expressed to be payable.

22.2	Other indemnities
(a)	The Borrower shall, within 10 Business Days of a demand pay to a
Finance Party the amount of any loss or liability which that
Finance Party incurs as a consequence of:

(i)	the occurrence of any Event of Default;

(ii)	the operation of Clause 17.15 (Acceleration); or

(iii)	(other than by reason of negligence or default by a Finance
Party) a Loan not being made after the Borrower has delivered a
Request or a Loan (or part of a Loan) not being prepaid in
accordance with a notice of prepayment.

The Borrower's liability in each case includes any loss or
expense on account of funds borrowed, contracted for or utilised
to fund any amount payable under any Finance Document, any amount
repaid or prepaid or any Loan but excludes any loss of margin.

(b)	If any Finance Party receives or recovers any payment of
principal of a Loan or of an overdue amount other than on the
last day of the Interest Period relative to that Loan or amount
so received or recovered, that Finance Party shall calculate the
difference between:

(i)	the additional interest (excluding the Margin and Mandatory
Costs) which would have been payable on the principal so received
or recovered had it been received or recovered on the last day of
the relevant Interest Period; and

(ii)	the amount of interest which would have been payable to that
Finance Party on the last day of that Interest Period in respect
of the principal so received or recovered if the principal so
received or recovered had been placed on deposit by that Finance
Party earning interest at the Applicable Rate from (and
including) the Business Day of receipt of that amount up to (but
excluding) the last day of applicable Interest Period.

If (i) is greater than (ii) then the Borrower to whom the
relevant Loan was made shall, within five Business Days of a
demand from the relevant Finance Party, pay to that Finance Party
an amount equal to the difference.

23.	EVIDENCE AND CALCULATIONS
23.1	Accounts
Accounts maintained by a Finance Party in connection with this
Agreement are prima facie evidence of the matters to which they
relate.

23.2	Certificates and determinations
Any certification or determination by a Finance Party of a rate
or amount under this Agreement is prima facie evidence of the
matters to which it relates.

23.3	Calculations
Interest (including any applicable Mandatory Cost), default
interest payable pursuant to Clause 9.3 (Default interest) and
the fee payable under Clause 19.3 (Commitment fee) accrue from
day to day and are calculated on the basis of the actual number
of days elapsed and a year of 365 days.

24.	AMENDMENTS AND WAIVERS
24.1	Procedure
(a)	Subject to Clause 24.2 (Exceptions), any term of the Finance
Documents may be amended or waived with the agreement of the
Borrower and the Majority Banks.  The Agent may effect, on behalf
of any Finance Party, an amendment or waiver permitted under this
Clause.

(b)	The Agent shall promptly notify the other Parties of any
amendment or waiver effected under paragraph (a) above, and any
such amendment or waiver shall be binding on all the Parties.

24.2	Exceptions
(a)	An amendment or waiver which relates to:-

(i)	the definition of "Majority Banks" in Clause 1.1 (Definitions);

(ii)	an extension of the date for, or a decrease in an amount or a
change in the currency of, any payment to that Bank under the
Finance Documents (including the Margin and any fee payable under
Clause 19.3 (Commitment Fee));

(iii)	an increase in a Bank's Commitment;

(iv)	a term of a Finance Document which expressly requires the consent
of that Bank; or

(v)	Clause 2.2 (Nature of a Finance Party's rights and obligations),
Clause 25.1 (Transfers by the Borrower), Clause 28 (Pro rata
sharing) or this Clause 24,

is not binding unless all the Banks agree to it.

(b)	An amendment or waiver which relates to the rights and/or
obligations of the Agent may not be effected without the
agreement of the Agent.

24.3	Waivers and remedies cumulative
The rights of each Finance Party under the Finance Documents:-

(a)	may be exercised as often as necessary;

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

(c)	may be waived only in writing and specifically.

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

25.	CHANGES TO THE PARTIES
25.1	Transfers by the Borrower
The Borrower may not assign, transfer, novate or dispose of any
of, or any interest in, its rights and/or obligations under the
Finance Documents.

25.2	Transfers by Banks
(a)	A Bank (the "Existing Bank") may, subject to paragraph (b) below,
at any time assign, transfer or novate any of its Commitment
and/or any of its rights and/or obligations under this Agreement
to another bank or financial institution (the "New Bank").

(b)	(i)	After the Syndication Period, a transfer of a Commitment
must be in a minimum amount of at least (POUNDS)1,000,000; and

(ii)	the prior consent of the Borrower is required for any such
assignment, transfer or novation, unless the New Bank is another
Bank or an Affiliate of a Bank, provided that no consent of the
Borrower is required during the Syndication Period if the
Borrower has been consulted by the Arrangers on the approach to
that New Bank.

(c)	A transfer of obligations will be effective only if either:-

(i)	the obligations are novated in accordance with Clause 25.3
(Procedure for novations); or

(ii)	the New Bank confirms to the Agent and the Borrower that it
undertakes to be bound by the terms of this Agreement as a Bank
in form and substance satisfactory to the Agent.  On the transfer
becoming effective in this manner the Existing Bank shall be
relieved of its obligations under this Agreement to the extent
that they are transferred to the New Bank.

(d)	No Bank shall sub-participate any of its obligations under this
Agreement without the prior written consent of the Borrower.

(e)	On each occasion an Existing Bank assigns, transfers or novates
any of its Commitment and/or any of its rights and/or obligations
under this Agreement, the New Bank shall, on the date the
assignment, transfer and/or novation takes effect, pay to the
Agent for its own account a fee of (POUNDS)750.

(f)	An Existing Bank is not responsible to a New Bank for:-

(i)	the execution, genuineness, validity, enforceability or
sufficiency of any Finance Document or any other document;

(ii)	the collectability of amounts payable under any Finance Document;
or

(iii)	the accuracy of any statements (whether written or oral) made in
or in connection with any Finance Document.

(g)	Each New Bank confirms to the Existing Bank and the other Finance
Parties that it:-

(i)	has made its own independent investigation and assessment of the
financial condition and affairs of the Borrower and its related
entities in connection with its participation in this Agreement
and has not relied exclusively on any information provided to it
by the Existing Bank in connection with any Finance Document; and

(ii)	will continue to make its own independent appraisal of the
creditworthiness of the Borrower and its related entities while
any amount is or may be outstanding under the Finance Documents
or any Commitment is in force.

(h)	Nothing in any Finance Document obliges an Existing Bank to:-

(i)	accept a re-transfer from a New Bank of any of the rights and/or
obligations assigned, transferred or novated under this Clause;
or

(ii)	support any losses incurred by the New Bank by reason of the non-
performance by the Borrower of its obligations under the Finance
Documents or otherwise.

(i)	Any reference in this Agreement to a Bank includes a New Bank,
but excludes a Bank if no amount is or may be owed to or by that
Bank under this Agreement and its Commitment has been cancelled
or reduced to nil.

25.3	Procedure for novations
(a)	A novation is effected if the Existing Bank and the New Bank
deliver to the Facility Agent a duly completed Novation
Certificate and the Agent executes it.

(b)	Each Party (other than the Existing Bank and the New Bank)
irrevocably authorizes the Agent to execute any duly completed
Novation Certificate on its behalf.

(c)	To the extent that they are expressed to be the subject of the
novation in the Novation Certificate.

(i)	the Existing Bank and the other Parties (the "existing Parties")
will be released from their obligations to each other (the
"discharged obligations");

(ii)	the New Bank and the existing Parties will assume obligations
towards each other which differ from the discharged obligations
only insofar as they are owed to or assumed by the New Bank
instead of the Existing Bank;

(iii)	the rights of the Existing Bank against the existing Parties and
vice versa (the "discharged rights") will be cancelled; and

(iv)	the New Bank and the existing Parties will acquire rights against
each other which differ from the discharged rights only insofar
as they are exercisable by or against the New Bank instead of the
Existing Bank,

all on the date of execution of the Novation Certificate by the
Agent or, if later, the date specified in the Novation
Certificate.

25.4	Reference Banks
If a Reference Bank (or, if a Reference Bank is not a Bank, the
Bank of which it is an Affiliate) ceases to be a Bank, the Agent
shall (in consultation with the Borrowers) appoint another Bank
or an Affiliate of a Bank to replace that Reference Bank.

25.5	Register
The Agent shall keep a register of all the Parties and shall
supply any other Party (at that Party's expense) with a copy of
the register on request.

26.	DISCLOSURE OF INFORMATION
Any information supplied to a Finance Party pursuant to or in
connection with this Agreement shall be held in confidence and
shall not be disclosed by it to any person (other than an
Affiliate of that Finance Party) without the prior written
consent of the Borrowers except:

(a)	to that Finance Party's legal or other professional advisers to
the extent required for the purposes of protecting its rights
hereunder or by law or regulation or pursuant to applicable
reporting requirements or any order of any court or to bank
supervisory authorities or examining authorities unless it is or
becomes a matter of public knowledge otherwise than as a result
of a breach by it of its obligations hereunder; or

(b)	by the Arrangers to a financial institution during the
Syndication Period in connection with the syndication of the
Facilities, provided that the Borrower has been consulted by the
Arrangers on the approach to that financial institution.

27.	SET-OFF
	A Finance Party may set off any matured obligation owed by the
Borrower under this Agreement (to the extent beneficially owned
by that Finance Party) against any credit balance owed by that
Finance Party to the Borrower, regardless of the place of
payment, booking branch or currency of either obligation.  If the
obligations are in different currencies, a Finance Party may
convert either obligation at a market rate of exchange in its
usual course of business for the purpose of the set-off.

28.	PRO RATA SHARING
28.1	Redistribution
If any amount owing by the Borrower under the Finance Documents
to a Finance Party (the "recovering Finance Party") is discharged
by payment, set-off or any other manner other than through the
Agent in accordance with Clause 10 (Payments) (a "recovery"),
then:-

(a)	the recovering Finance Party shall, within three Business Days,
notify details of the recovery to the Agent;

(b)	the Agent shall determine whether the recovery is in excess of
the amount which the recovering Finance Party would have received
had the recovery been received by the Agent and distributed in
accordance with Clause 10 (Payments);

(c)	subject to Clause 28.3 (Exception), the recovering Finance Party
shall, within three Business Days of demand by the Agent, pay to
the Agent an amount (the "redistribution") equal to the excess;

(d)	the Agent shall treat the redistribution as if it were a payment
by the Borrower concerned under Clause 10 (Payments) and shall
pay the redistribution to the Finance Parties (other than the
recovering Finance Party) in accordance with Clause 10.7 (Partial
Payments); and

(e)	after payment of the full redistribution, the recovering Finance
Party will be subrogated to the portion of the claims paid under
paragraph (d) above, and the Borrower will owe the recovering
Finance Party a debt which is equal to the redistribution,
immediately payable and of the type originally discharged.

28.2	Reversal of redistribution
If under Clause 28.1 (Redistribution):-

(a)	a recovering Finance Party must subsequently return a recovery,
or an amount measured by reference to a recovery, to a Borrower;
and

(b)	the recovering Finance Party has paid a redistribution in
relation to that recovery,

each Finance Party shall, within three Business Days of demand by
the recovering Finance Party through the Agent, reimburse the
recovering Finance Party all or the appropriate portion of the
redistribution paid to that Finance Party together with interest
on the amount to be returned to the recovering Finance Party for
the period whilst it held the re-distribution.  Thereupon the
subrogation in Clause 28.1(e) (Redistribution) will operate in
reverse to the extent of the reimbursement.

28.3	Exceptions
(a)	A recovering Finance Party need not pay a redistribution to the
extent that it would not, after the payment, have a valid claim
against the Borrower in the amount of the redistribution pursuant
to Clause 28.1(e) (Redistribution).

(b)	A recovering Finance Party is not obliged to share with any other
Finance Party any amount which the recovering Finance Party has
received or recovered as a result of taking legal proceedings, if
the other Finance Party had an opportunity to participate in
those legal proceedings but did not do so or did not take
separate legal proceedings.

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

(a)	the validity or enforceability in that jurisdiction of any other
provision of the Finance Documents; or

(b)	the validity or enforceability in other jurisdictions of that or
any other provision of the Finance Documents.

30.	COUNTERPARTS
This Agreement may be executed in any number of counterparts, and
this has the same effect as if the signatures on the counterparts
were on a single copy of this Agreement.

31.	NOTICES
31.1	Giving of notices
All notices or other communications under or in connection with
this Agreement shall be given in writing or by telex or
facsimile.  Any such notice will be deemed to be given as
follows:

(a)	if in writing, when delivered;

(b)	if by telex, when despatched, but only if, at the time of
transmission, the correct answerback appears at the start and at
the end of the sender's copy of the notice; and

(c)	if by facsimile, when received,

provided that any notice or communication to be made hereunder
shall only be effective when received and then only if the same
is expressly marked for the attention of the department or office
identified in Clause 31.2 (Addresses for notices) below.

However, a notice given in accordance with the above but received
on a non-working day or after business hours in the place of
receipt will only be deemed to be given on the next working day
in that place.

31.2	Addresses for notices
(a)	The address, telex number and facsimile number of each Party
(other than the Borrower and the Agent) for all notices under or
in connection with the Finance Documents are:-

(i)	those notified by that Party for this purpose to the Agent on or
before it becomes a Party; or

(ii)	any other notified by that Party for this purpose to the Agent by
not less than five Business Days notice.

(b)	The address, telex number and facsimile number of the Borrower
are:

Yorkshire Electricity Group plc
Wetherby Road
Scarcroft
Leeds LS14 3HS

Telex:		55128
Facsimile:	0113 289 5682
Telephone:	0113 289 5602

Attention:	Nick Dahlgreen

or such other as the Borrower may notify to the other Parties by
not less than five Business Days notice.

(c)	The address, telex number and facsimile number of the Agent are:

336 Strand
London
WC2R 7HB


Telex:		299831 CIBLA
Facsimile:	0171 500 4482/3
Telephone:	0171 500 4247

Attention:	Loans Agency

or such other as the Agent may notify to the other Parties by not
less than five Business Days' notice.

(d)	All notices to or from the Borrower shall be sent through the
Agent.

(e)	The Agent shall, promptly upon request from any Party, give to
that Party the address, telex number or facsimile number of any
other party applicable at the time for the purposes of this
Clause.

32.	GOVERNING LAW
This Agreement is governed by English law.

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

SCHEDULE 1

BANKS AND COMMITMENTS


Banks
Commitments
(POUNDS)


Citibank, N.A.
	4,910,006.69
Deutsche Bank AG London
	4,910,006.68
The Bank of Tokyo-Mitsubishi, Ltd.
	2,116,621.47
Bayerische Landesbank Girozentrale
	4,116,621.47
Den Danske Bank Aktieselskab
	4,116,621.47
Dresdner Bank AG London Branch
	4,116,621.47
Midland Bank plc
	4,116,621.47
National Westminster Bank Plc
	4,116,621.47
The Toronto Dominion Bank
	4,116,621.47
The Bank of New York
	3,181,818.18
Barclays Bank PLC
	3,181,818.18
Bank of America NT & SA
	3,181,818.18
KBC Bank N.V.
	2,000,000.00
Banca Popolare di Novora S.p.A.
	909,090.90
Banca Monte dei Paschi di Siena S.p.A.
	909,090.90


Total Commitments
	___________
	(POUNDS)
50,000,000
	___________



SCHEDULE 2

CONDITIONS PRECEDENT DOCUMENTS


1.	A copy of the memorandum and articles of association and
certificate of incorporation of the Borrower.

2.	A copy of a resolution of the board of directors of the Borrower:

(i)	approving the terms of, and the transactions contemplated by,
this Agreement and resolving that it execute this Agreement;

(ii)	authorising a specified person or persons to execute this
Agreement on its behalf; and

(iii)	authorising a specified person or persons, on its behalf, to sign
and/or despatch all documents and notices to be signed and/or
despatched by it under or in connection with this Agreement.

3.	A specimen of the signature of each person authorised by the
resolution referred to in paragraph 2 above.

4.	A certificate of a director of the Borrower confirming that the
borrowing by it of the maximum amount entitled to be borrowed by
it under this Agreement would not cause any borrowing limit
binding on it to be exceeded.

5.	A certificate of an Authorised Signatory of the Borrower
certifying that each copy document supplied by the Borrower or on
its behalf specified in this Schedule 2 is correct, complete and
in full force and effect as at a date no earlier than the date of
this Agreement.

6.	A legal opinion of Clifford Chance, legal advisers to the
Arrangers.

SCHEDULE 3

CALCULATION OF THE MANDATORY COST


(a)	The Mandatory Cost for a Loan for each of its Interest Periods is
the rate determined by the Agent to be equal to the arithmetic
mean (rounded upward, if necessary, to four decimal places) of
the respective rates notified by each of the Reference Banks to
the Agent and calculated in accordance with the following
formulae:

in relation to a Loan denominated in sterling:

BY + S(Y-Z) + F x 0.01 % per annum = Mandatory Cost
100-(B + S)

in relation to any other Loan:

F x 0.01 % per annum = Mandatory Cost
   300

where on the day of application of the formula:

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

Y	is the rate at which sterling deposits are offered by the
Reference Bank to leading banks in the London interbank market at
or about 11.00 a.m. on that day for the relevant period;

S	is the percentage of the Reference Bank's eligible liabilities
which the Bank of England requires the Reference Bank to place as
a special deposit;

Z	is the interest rate per annum allowed by the Bank of England on
special deposits; and

F	is the charge payable by the Reference Bank to the Financial
Services Authority under paragraph 2.02 or 2.03 (as appropriate)
of the Fees Regulations (or any succeeding provisions to those
paragraphs) (but where for this purpose, any minimum amount for
the charge will be deemed to be zero) expressed in pounds per
(POUNDS)1 million of the fee base of the Reference Bank.

(b)	For the purposes of this Schedule 3:

(i)	"eligible liabilities" and "special deposits" have the meanings
given to them at the time of application of the formula by the
Bank of England; and

(ii)	"fee base" has the meaning given to it in the Fees Regulations;

(iii)	"Fees Regulations" means:-

(1)	prior to 31st March, 1999, the Banking Supervision (Fees)
Regulations 1998; and

(2)	on and after 31st March, 1999, any regulations governing the
payment of fees for banking supervision.

(iv)	"relevant period" in relation to each Interest Period, means:

(A)	if it is three months or less, that Interest Period; or

(B)	if it is more than three months, each successive period of three
months and any necessary shorter period comprised in that
Interest Period.

(c)	In the application of the formula, B, Y, S and Z are included in
the formula as figures and not as percentages, e.g. if B = 0.5%
and Y = 15%, BY is calculated as 0.5 x 15.

(d)	If a Reference Bank does not supply a rate to the Agent, the
applicable Mandatory Cost will be determined on the basis of the
rate(s) supplied by the remaining Reference Banks.

(e)	(i)	The formula is applied on the first day of each relevant period
comprised in the relevant Interest Period.

(ii)	Each rate calculated in accordance with the formula is, if
necessary, rounded upward to four decimal places.

(f)	If the Agent determines that a change in circumstances has
rendered, or will render, the formula inappropriate, the Agent
(after consultation with the Banks) shall notify the Company of
the manner in which the Mandatory Cost will subsequently be
calculated which shall (so far as practicable) leave the Banks
and the Borrower in no better or worse position that they would
have been in if the relevant change in circumstances had not
occurred. The manner of calculation so notified by the Agent
shall, in the absence of manifest error, be binding on all the
Parties.


SCHEDULE 4

FORM OF REQUEST


To:	[                                              ]

From[					]
	Date: [                                   ]


YORKSHIRE ELECTRICITY GROUP PLC - (POUNDS)50,000,000 Credit
Agreement dated [                                             ],
1998

1.	We wish to utilise the Facility as follows:

(a)	Drawdown Date: [                                                ]

(b)	Amount:
(POUNDS)[                                                ]

(c)	Interest Period:
[                                                ]/
alternative Interest Period:
[                                                ]**

(d)	Payment Instructions:
[                                                ].

2.	We confirm that each condition specified in Clause 4.3 (Further
conditions precedent) is satisfied on the date of this Request.



By:

[					]
Authorised Signatory


SCHEDULE 5

FORM OF NOVATION CERTIFICATE


To:	CITIBANK INTERNATIONAL plc as Agent

From:	[THE EXISTING BANK] and [THE NEW BANK]
	Date: [                          ]


YORKSHIRE ELECTRICITY GROUP PLC (POUNDS)50,000,000 Credit
Agreement dated [                        ], 1998

We refer to Clause 25.3 (Procedure for novations).

1.	We [                                      ] (the "Existing Bank")
and [                                      ] (the "New Bank")
agree to the Existing Bank and the New Bank novating all the
Existing Bank's Commitment (or part) rights and obligations
referred to in the Schedule in accordance with Clause 25.3
(Procedure for novations).

2.	The specified date for the purposes of Clause 25.3(c) (Procedure
for novations) is [date of novation].

3.	The Facility Office and address for notices of the New Bank for
the purposes of Clause 31.2 (Addresses for notices) are set out
in the Schedule.

4.	This Novation Certificate is governed by English law.


THE SCHEDULE

Commitment/rights and obligations to be novated

[Insert relevant details]

[New Bank]

[Facility Office]	[Address for notices]

[Existing Bank]	[New Bank]	CITIBANK
INTERNATIONAL plc

By:	By:	By:

Date:	Date:	Date:



SIGNATORIES


The Borrowers
YORKSHIRE ELECTRICITY GROUP PLC

By:




The Arrangers
CITIBANK, N.A.

By:


DEUTSCHE BANK AG LONDON

By:




The Banks
CITIBANK, N.A.

By:


DEUTSCHE BANK AG LONDON

By:


THE BANK OF TOKYO-MITSUBISHI, LTD.

By:


BAYERISCHE LANDESBANK GIROZENTRALE

By:


DEN DANSKE BANK AKTIESELSKAB

By:


DRESDNER BANK AG LONDON BRANCH

By:


MIDLAND BANK PLC

By:


NATIONAL WESTMINSTER BANK PLC

By:


THE TORONTO DOMINION BANK

By:


THE BANK OF NEW YORK

By:


BARCLAYS BANK PLC

By:


BANK OF AMERICA NT & SA

By:


KBC BANK N.V.


By:


BANCA POPOLARE DI NOVORA S.P.A.

By:


BANCA MONTE DEI PASCHI DI SIENA S.P.A.

By:



The Agent
CITIBANK INTERNATIONAL plc

By:


SIGNATURE PAGE TO THE SUPPLEMENTAL AGREEMENT


The Borrowers

YORKSHIRE POWER GROUP LIMITED

By:	A.A. PENA			R. KELLY


YORKSHIRE HOLDINGS PLC

By:	A.A. PENA			R. KELLY


YORKSHIRE ELECTRICITY GROUP PLC

By:	A.A. PENA			R. KELLY



The Agent (on behalf of the Finance Parties)

CITIBANK INTERNATIONAL plc

By:	S. J. HOLMES





CONFORMED COPY


SUPPLEMENTAL AGREEMENT


DATED 13th December, 1999




CREDIT FACILITY


FOR


YORKSHIRE ELECTRICITY GROUP PLC


ARRANGED BY


CITIBANK, N.A.

AND

DEUTSCHE BANK AG LONDON







________________________________________________

relating to a (POUNDS)330,000,000 credit
facility dated 22nd July, 1998
________________________________________________







ALLEN & OVERY
London
BK:693638.4