CONFORMED COPY






                                    AGREEMENT



                            DATED 4th December, 1997


                              (pound)1,500,000,000

                           SYNDICATED CREDIT FACILITY


                                       FOR

                              REUTERS GROUP LIMITED


                                   ARRANGED BY

                               CHASE MANHATTAN PLC

















                                  ALLEN & OVERY
                                     London
                                   B2:102972.2



<PAGE>


                                      INDEX                        

CLAUSE                                                                 PAGE

1.       Interpretation.................................................1
2.       The Facilities................................................14
3.       Purpose.......................................................15
4.       Conditions Precedent..........................................16
5.       Advances......................................................16
6.       Repayment.....................................................18
7.       Prepayment And Cancellation...................................18
8.       Interest......................................................21
9.       Payments......................................................22
10.      Taxes.........................................................24
11.      Market Disruption.............................................26
12.      Increased Costs...............................................28
13.      Illegality And Mitigation.....................................28
14.      Guarantee.....................................................29
15.      Representations And Warranties................................32
16.      Undertakings..................................................35
17.      Financial Covenant............................................36
18.      Default.......................................................36
19.      The Agent And The Arranger....................................39
20.      Fees..........................................................43
21.      Expenses......................................................44
22.      Stamp Duties..................................................45
23.      Indemnities...................................................45
24.      Evidence And Calculations.....................................46
25.      Amendments And Waivers........................................47
26.      Changes To The Parties........................................47
27.      Disclosure Of Information.....................................51
28.      Set-Off.......................................................51
29.      Pro Rata Sharing..............................................51
30.      Severability..................................................52
31.      Counterparts..................................................52
32.      Notices.......................................................53
33.      Language......................................................55
34.      Jurisdiction..................................................55
35.      Governing Law.................................................56




<PAGE>


SCHEDULE                                                               PAGE


1.       Banks And Commitments.........................................57
2.       Conditions Precedent Documents................................58
         Part I - To Be Delivered Before The First Advance.............58
         Part II - To Be Delivered By An Additional Borrower...........60
         Part III - To Be Delivered By An Additional Guarantor.........61
3.       Calculation Of The MLA Cost...................................63
4.       Form Of Request...............................................65
5.       Forms Of Accession Documents..................................66
         Part I - Novation Certificate.................................66
         Part II - Borrower Accession Agreement........................68
         Part III - Guarantor Accession Agreement......................69
         Part IV - Form Of Borrower Novation Agreement.................70
6.       Form Of Compliance Certificate................................72
7.       Form Of Confidentiality Undertaking...........................73

Signatories............................................................74

<PAGE>


THIS AGREEMENT is dated 4th December, 1997 BETWEEN:

(1)      REUTERS GROUP LIMITED (Company No. 3296375) (the "PARENT");

(2)      REUTERS INVESTMENTS (Company No. 3477402) as original borrower (the 
         "ORIGINAL BORROWER");

(3)      CHASE MANHATTAN PLC as arranger (the "ARRANGER");

(4)      THE FINANCIAL INSTITUTIONS listed in Schedule 1 as banks; and

(5)      CHASE MANHATTAN INTERNATIONAL LIMITED as agent (the "AGENT").

IT IS AGREED as follows:

1.       INTERPRETATION

1.1      DEFINITIONS

         In this Agreement:

         "ACCEDING COMPANY"

         means any Additional Borrower or Additional Guarantor.

         "ADDITIONAL BORROWER"

         means a wholly owned Subsidiary of the Parent approved in writing by
         all the Banks which becomes a Borrower in accordance with Clause 26.4
         (Additional Borrowers).

         "ADDITIONAL GUARANTOR"

         means an Affiliate of the Parent which becomes a Guarantor in
         accordance with Clause 26.5 (Additional Guarantors).

         "ADVANCE"

         means a Tranche A Advance or a Tranche B Advance.

         "AFFILIATE"

         for the purposes of this Agreement means a Subsidiary or a holding
         company (as defined in Section 736 of the Companies Act 1985) of a
         person and any other Subsidiary of that holding company.

         "AGENT'S SPOT RATE OF EXCHANGE"

         means the spot rate of exchange as determined by the Agent for the
         purchase of the relevant Optional Currency in the London foreign
         exchange market with Sterling at the relevant time on a particular day.
<PAGE>

         "ANNIVERSARY"

         means an anniversary of the Signing Date.

         "APPROVED SCHEME"

         means a scheme of arrangement under Section 425 of the Companies Act
         1985 under which the Parent becomes a subsidiary of a new holding
         company in substantially the same manner as effected under the Scheme
         of Arrangement and that new holding company has become an Additional
         Guarantor.

         "BACK TO BACK LOAN"

         means any Indebtedness made available to a member of the Group to the
         extent that the creditor has recourse directly or indirectly to a
         deposit of cash or cash equivalent investments beneficially owned by
         any member of the Group placed, as part of a related transaction, with
         that creditor (or an affiliate of that creditor) or a financial
         institution approved by that creditor on the basis that the deposit be
         available, directly or indirectly, so as to reduce the economic
         exposure of the creditor to the Group, when looking at the related
         transactions together, to a net amount.

         "BANKS"

         means those financial institutions listed in Schedule 1 and their
         respective successors and assigns which are for the time being
         participating in the Facilities.

         "BORROWER"

         means the Parent and the Original Borrower (whether in their capacity
         as a borrower or guarantor as the context may require) and each
         Additional Borrower.

         "BORROWER ACCESSION AGREEMENT"

         means a letter substantially in the form of Part II of Schedule 5 with
         such amendments as the Agent may approve or reasonably require.

         "BORROWINGS"

         means any Indebtedness in respect of the following:

         (a)      money borrowed or raised and debit balances at banks;

         (b)      any bond, note, loan stock, debenture or similar debt
                  instrument;

         (c)      acceptance credit facilities and documentary credit
                  facilities;

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

         (e)      finance leases and hire purchase contracts which are required
                  to be capitalised under generally accepted accounting
                  principles in the UK in force as at the Signing Date;
<PAGE>

         (f)      any other transaction (including without limitation forward
                  sale or purchase agreements) having the commercial effect of a
                  borrowing or raising of money or of any of paragraphs (b) to
                  (e) (both inclusive) above;

         (g)      for the purposes of Clause 18.8 (Cross Default) only, the net
                  amount of any liability under any swap, hedging or similar
                  treasury instrument; and

         (h)      guarantees in respect of Indebtedness of any person falling
                  within any of paragraphs (a) to (g) (both inclusive) above,

         provided that Indebtedness owing by one member of the Group to another
         member of the Group shall not be taken into account as Borrowings.

         "BUSINESS DAY"

         means a day (other than a Saturday or Sunday) on which banks and the
         interbank and foreign exchange markets are open for business in London
         and (in respect of a day on which a payment in an Optional Currency is
         required hereunder) the principal financial centre of the country of
         such Optional Currency.

         "CERTAIN FUNDS PERIOD"

         means the period beginning on the Signing Date and ending on the 
         earlier of:

         (a)      31st March, 1998;

         (b)      the date falling 30 days after the date on which the shares of
                  the Parent are admitted to the Official List of the London
                  Stock Exchange; and

         (c)      the first Utilisation Date under this Agreement.

         "COMMITMENT"

         means, in respect of a Bank, the aggregate of its Tranche A Commitment
         and Tranche B Commitment in each case to the extent not cancelled or
         reduced under this Agreement.

         "CONSOLIDATED NET FINANCE CHARGES"

         means, in respect of any financial year of the Group, the aggregate
         amount of the interest (including, without limitation, the interest
         element of finance leases and hire purchase payments but, for the
         avoidance of doubt, excluding any deemed interest on operating leases),
         commission and other finance charges payable by the Group in respect of
         that financial year less the amount of interest receivable by the Group
         during such financial year, as determined from the audited consolidated
         profit and loss account of the Group for that financial year.

         "CONSOLIDATED PROFITS BEFORE INTEREST AND TAX"

         means, in respect of any financial year of the Group, consolidated
         trading profit of the Group from continuing operations, acquisitions
         (as a component of continuing operations) and discontinued operations
<PAGE>
 
         as set out in FRS 3 (excluding exceptional profits or losses and
         extraordinary items for such financial year as set out in FRS 3) prior
         to deduction of:

         (a)      Consolidated Net Finance Charges for that financial year; and

         (b)      tax on the overall income of the Group payable in respect of 
                  that financial year,

         all as determined from the audited consolidated profit and loss account
         of the Group for that financial year.

         "COURT ORDER"

         means the order of the High Court of Justice sanctioning the Scheme of
         Arrangement pursuant to Section 425 of the Companies Act 1985 and
         confirming the reduction of capital included therein pursuant to
         Section 137 of the Companies Act 1985.

         "DEFAULT"

         means an Event of Default or an event which, with the giving of notice,
         determination of materiality or expiry of any grace period, each as
         referred to in Clause 18 (Default), (or any combination of the
         foregoing), would constitute an Event of Default.

         "EFFECTIVE DATE"

         means the date upon which the Court Order is registered by the
         Registrar of Companies under Sections 138 and 425 of the Companies Act
         1985.

         "ENCUMBRANCE"

         means a mortgage, charge, pledge, lien or other security interest.

         "EVENT OF DEFAULT"

         means an event specified as such in Clause 18 (Default).

         "FACILITY"

         means either of the facilities designated as Tranche A or Tranche B in
         Clause 2.1 (Facilities).

         "FACILITY OFFICE"

         means the office(s) 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(s) through which it will perform all or any of its 
         obligations under this Agreement.
<PAGE>

         "FEE LETTERS"

         means each letter dated on or about the Signing Date:

         (a)      between the Agent and the Parent; and

         (b)      between, inter alia, the Arranger, The Chase Manhattan Bank,
                  the Parent and the Original Borrower,

         in each case setting out the amount of various fees referred to in 
         Clause 20 (Fees).

         "FINANCE DOCUMENT"

         means this Agreement, each Fee Letter, a Novation Certificate, a
         Borrower Accession Agreement, each Novation Agreement entered into as
         contemplated by Clause 7.6(b)(iii) (Changes to Borrowers), a Guarantor
         Accession Agreement or any other document designated in writing as such
         by the Agent and the Parent.

         "FINANCE PARTY"

         means the Arranger, a Bank or the Agent.

         "GROUP"

         means the Parent and its Subsidiaries.

         "GUARANTOR"

         means each of:

         (a)      the Parent and the Original Borrower; and

         (b)      each Additional Guarantor.

         "GUARANTOR ACCESSION AGREEMENT"

         means a deed substantially in the form of Part III of Schedule 5 with
         such amendments as the Agent may approve or reasonably require.

         "INDEBTEDNESS"

         means any obligation (whether incurred as principal or as surety) for
         the payment or repayment of moneys, whether present or future, actual
         or contingent.

         "LIBOR"

         means in relation to any period in respect of which an interest rate is
         to be determined in relation to any Advance or unpaid sum, the rate
         determined by the Agent to be the arithmetic mean (rounded upwards, if
         necessary, to the nearest four decimal places) of the respective rates
         notified to the Agent by each of the Reference Banks quoting (provided
         that at least two Reference Banks are quoting) as the rate at which it
         is offering deposits in the required currency and for the required
<PAGE>

         period in an amount comparable to the Advance or unpaid sum to prime
         banks in the London interbank market at or about 11.00 a.m. on the Rate
         Fixing Day for such period.

         For the purpose of this definition "REQUIRED PERIOD" means the
         applicable Term for a Tranche A or Tranche B Advance or the period in
         respect of which LIBOR falls to be determined in relation to such
         unpaid sum.

         "MAJORITY BANKS"

         means, at any time:

         (a)      if any Advances are outstanding, Banks with an aggregate
                  Original Sterling Amount of Advances at that time of more than
                  66 2/3 per cent. of the aggregate Original Sterling Amount of
                  all Advances then outstanding; or

         (b)      if no Advances are outstanding, Banks whose Commitments then
                  aggregate more than 66 2/3 per cent. of the Total Commitments
                  (or if the Total Commitments have been reduced to zero,
                  aggregated more than 66 2/3 per cent. of the Total Commitments
                  immediately before the reduction).

         "MANDATORY PREPAYMENT EVENT"

         means an event specified in paragraph (a), (b) or (c) of Clause 7.4
         (Mandatory Prepayment Events).

         "MARGIN"

         means:

         (a)      in respect of each Tranche A Advance other than a Term-out
                  Advance 0.175 per cent. per annum and in respect of each 
                  Term-out Advance, 0.225 per cent. per annum; and

         (b)      in respect of each Tranche B Advance, 0.175 per cent. per
                  annum from the Signing Date until the third Anniversary and
                  0.20 per cent. per annum thereafter.

         "MATERIAL ADVERSE EFFECT"

         means a material adverse effect on the Group taken as a whole which
         would affect the ability of any Obligor to perform or observe any of
         its obligations under any of the Finance Documents.

         "MATERIAL SUBSIDIARY"

         means at any particular time, a member of the Group (other than an
         Obligor) whose gross assets or pre-taxation profits, as at the end of
         or (as the case may be) of the latest financial year of the Group and
         as taken into account for the purpose of the audited consolidated
         financial statements of the Group for such financial year, represent at
         least ten per cent. of the consolidated gross assets or pre-taxation
         profits of the Group as determined from those audited consolidated
         financial statements of the Group. For this purpose:

<PAGE>

         (a)      in the case of a member of the Group which itself has
                  Subsidiaries, the calculation shall be made by comparing the
                  consolidated gross assets or pre-taxation profits of it and
                  its Subsidiaries to those of the Group;

         (b)      assets which arise from transactions between members of the
                  Group and which would be eliminated in the consolidated
                  financial statements of the Group shall be excluded; and

         (c)      if a  Subsidiary  which is not a Material  Subsidiary  on the 
                  basis of the most  recent  such accounts  receives a transfer 
                  of assets or the right to receive any  trading  profits  which
                  taken together with the existing  assets or trading profits of
                  that  Subsidiary,  as the case may be, would satisfy any of 
                  the tests above,  then that Subsidiary  shall also be a 
                  Material Subsidiary  on and  from  the  date it  receives
                  such  transfer.  If a  Material  Subsidiary disposes  of any 
                  assets or the right to receive  any  trading  profits  such 
                  that it would on the basis of the most recent such accounts
                  cease to be a Material  Subsidiary,  then it shall  be  
                  excluded  as a Material  Subsidiary  on and from the date the
                  Parent  next  notifies  the Agent  of  the  identity  of  the
                  Material  Subsidiaries  under  Clause  16.2(f)  (Financial
                  Information).

         "MATURITY DATE"

         means the last day of the Term of an Advance.

         "MLA COST"

         means the cost imputed to a Bank making an Advance in Sterling of
         compliance with the Mandatory Liquid Assets requirements of the Bank of
         England during its Term, determined in accordance with Schedule 3.

         "NOVATION CERTIFICATE"

         has the meaning given to it in Clause 26.3(a)(i) (Procedure for 
         novations).

         "OBLIGOR"

         means the Parent, each Borrower and each Guarantor.

         "OPTIONAL CURRENCY"

         means, in relation to any Advance or proposed Advance, U.S. Dollars or
         any other currency other than Sterling which all the Banks have
         confirmed in relation to the proposed Advance is readily available and
         freely transferable in the London foreign exchange market in sufficient
         amounts to fund that Advance.

         "ORIGINAL GROUP ACCOUNTS"

         means the audited consolidated financial statements of Reuters Holdings
         Plc and its Subsidiaries for the year ended 31st December, 1996.
<PAGE>

         "ORIGINAL STERLING AMOUNT"

         means:

         (a)      the principal amount of an Advance denominated in Sterling; or

         (b)      the principal amount of an Advance denominated in any other
                  currency, translated into Sterling on the basis of the Agent's
                  Spot Rate of Exchange on the date of receipt by the Agent of
                  the Request for that Advance.

         "PARTY"

         means a party to this Agreement.

         "PERMITTED ENCUMBRANCE" means:

         (a)      a lien or right of set-off  arising  solely by operation  of 
                  law or by  agreement  and in the ordinary course of business;

         (b)      an Encumbrance in existence as at the Effective Date and
                  disclosed in writing prior to the Signing Date to the Agent;

         (c)      an Encumbrance granted over any real property of a member of
                  the Group at the time of purchase thereof for any loan or
                  other obligation raised or undertaken for the sole purpose of
                  financing the purchase of that real property;

         (d)      any Encumbrance securing any Indebtedness of any company which
                  becomes a member of the Group after the date hereof and which
                  was in existence when such company became a member of the
                  Group provided that each such Encumbrance is discharged in
                  full within 180 days after such company becomes a member of
                  the Group;

         (e)      an Encumbrance over an asset purchased by a member of the
                  Group (otherwise than from another member of the Group) after
                  the date hereof and to which such asset was subject at the
                  time of such purchase provided that such Encumbrance is
                  discharged in full within 180 days after the date of purchase
                  of such asset by such member of the Group;

         (f)      any retention of title reserved by any seller of goods in the
                  normal course of business, or any Encumbrance imposed,
                  reserved or granted over goods supplied by such seller in
                  respect of the unpaid price of goods supplied in the ordinary
                  course of business;

         (g)      an Encumbrance granted by Instinet Corporation, Instinet
                  Holdings Ltd or Instinet Canada Ltd or any of their respective
                  Subsidiaries or any other member of the Group which carries on
                  a broking or similar business, in each case in the ordinary
                  course of that broking or similar business over any asset
                  deposited with either a bank in connection with the clearance
                  of traded securities, landlord, securities exchange or
                  clearing system as security for the relevant company's
                  obligations to such bank, landlord, securities exchange or
                  clearing system;
<PAGE>

         (h)      an Encumbrance which the Majority Banks have at any time
                  agreed in writing shall be a Permitted Encumbrance;

         (i)      an Encumbrance granted in respect of a Back to Back Loan over
                  the cash or cash equivalent deposits concerned;

         (j)      any Encumbrance granted by any member of the Group in the
                  ordinary course of business in respect of any assets deposited
                  with a central bank or other regulatory body in compliance
                  with the requirements of that central bank or regulatory body;
                  and

         (k)      Encumbrances (other than Encumbrances permitted by paragraphs
                  (a) to (j) above) which secure, in aggregate, Indebtedness in
                  an amount not exceeding (pound)100,000,000 or its equivalent
                  in other currencies.

         "PRESS RELEASE" has the meaning given to it in Part I of Schedule 2.

         "QUALIFYING BANK"

         means a bank or financial institution which is:

         (a)      a bank as defined in Section 840A of the Income and
                  Corporation Taxes Act 1988 which is within the charge to
                  corporation tax as regards any interest received by it under
                  this Agreement; or

         (b)      resident (as such term is defined in the  appropriate  double 
                  taxation  treaty) in a country with which the United  Kingdom 
                  has an  appropriate  double  taxation  treaty under which that
                  institution  is entitled to exemption  from United Kingdom tax
                  on interest and is entitled to apply under the Double Taxation
                  Relief (Taxes on Income)  (General)  Regulations 1970 to have
                  interest paid to its Facility  Office  without  withholding or
                  deduction for or on account of United  Kingdom  tax (and  does
                  not  carry on  business  in the  United  Kingdom  through  a
                  permanent  establishment  with which the investments under 
                  this Agreement in respect of which the  interest  is paid is 
                  effectively  connected)  and for  this  purpose "DOUBLE  
                  TAXATION treaty" means any  convention or agreement  between 
                  the  government of the United Kingdom and any other  
                  government  for the  avoidance  of double  taxation and the
                  prevention of fiscal evasion with respect to taxes on income 
                  and capital gains.

         "RATE FIXING DAY"

         means:

         (a)      the Utilisation Date for an Advance denominated in Sterling;
                  or

         (b)      the second Business Day before the Utilisation Date for an
                  Advance denominated in any Optional Currency.

         "REFERENCE BANKS"

         means, subject to Clause 26.6 (Reference Banks), prior to primary
         syndication of the Facilities, the principal London office of The Chase
<PAGE>

         Manhattan Bank and, thereafter, the principal London offices of The
         Chase Manhattan Bank and another two financial institutions nominated
         by the Arranger after consultation with the Parent.

         "REQUEST"

         means a request made by a Borrower to utilise a Facility, substantially
         in the form of Schedule 4.

         "REQUESTED AMOUNT"

         means the amount requested in a Request.

         "RESERVE ASSET COSTS"

         means:

         (a)      in relation to any Advance in Sterling for any period, MLA 
                  Cost; and

         (b)      in relation to an Advance denominated in any other currency,
                  the cost, if any, certified by any Bank as the cost to it of
                  complying with any applicable regulatory or central bank
                  requirement relating to Advances in that currency made through
                  a branch in the jurisdiction of the relevant currency.

         "ROLLOVER"

         means, in relation to a particular date, one or more Advances
         (including, for the avoidance of doubt, the Term-out Advances):

         (a)      whose  proposed  Utilisation  Date is the same as the Maturity
                  Date of one or more  existing Advances;

         (b)      whose aggregate principal amount is the same as or less than
                  the aggregate outstanding principal amount of all existing
                  Advances whose Maturity Date is the same as that Utilisation
                  Date; and

         (c)      which are to be denominated in the same currency as the
                  existing Advance(s) whose Maturity Date is the same as that
                  Utilisation Date (or, if there is more than one such existing
                  Advance and such Advances are denominated in different
                  currencies, in the same or lesser respective amounts of the
                  same currencies as for such existing Advances).

         "SCHEME OF ARRANGEMENT"

         means the scheme of arrangement proposed to be made between Reuters
         Holdings Plc and the holders of the Scheme Shares (as defined in the
         Scheme of Arrangement) under Section 425 of the Companies Act 1985 as
         described in the Press Release under which the Parent becomes the new
         holding company of Reuters Holdings Plc.

         "SIGNING DATE"

         means the date of this Agreement.
<PAGE>

         "SPECIFIED SUBSIDIARY"

         means Reuters Limited or any other Subsidiary or Subsidiaries of the
         Parent to whom all or substantially all of the assets or business of
         Reuters Limited is transferred.

         "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 258 of the Companies
                  Act 1985 (as inserted by Section 21 of the Companies Act
                  1989).

         "SYNDICATION PERIOD"

         means the period ending 31st March, 1998 or, if earlier, the date the
         Arranger notifies the Parent that primary syndication of the Facilities
         is completed.

         "TERM"

         means the period selected by a Borrower in a Request for which the 
         relevant Advance is to be outstanding.

         "TERM-OUT ADVANCES"

         means the Tranche A Advances, if any, drawn under Clause 6.1(b)
         (Repayment of Tranche A Advances).

         "TOTAL COMMITMENTS"

         means the aggregate of the Tranche A Total Commitments and Tranche B
         Total Commitments from time to time.

         "TRANCHE A ADVANCE"

         means an advance made by a Bank under Tranche A.

         "TRANCHE A AVAILABILITY PERIOD"

         means the period from the Signing Date up to and including 2nd
         December, 1998 (being the date which is 364 days after the Signing
         Date).

         "TRANCHE A COMMITMENT"

         means, in respect of a Bank, the amount in Sterling set opposite the
         name of that Bank in Column 1 of Schedule 1 to the extent not cancelled
         or reduced under this Agreement.
<PAGE>

         "TRANCHE A TERM DATE"

         means the last day of the Tranche A Availability Period or, if that day
         is not a Business Day, the preceding Business Day.

         "TRANCHE A TERM-OUT OPTION"

         means the option available to the Borrowers to draw an Advance under
         Tranche A on the Tranche A Term Date pursuant to Clause 6.1(b)
         (Repayment of Tranche A Advances).

         "TRANCHE A TOTAL COMMITMENTS"

         means the aggregate for the time being of the Tranche A Commitments,
         being (pound)1,000,000,000 at the date of this Agreement.

         "TRANCHE B ADVANCE"

         means an advance made by a Bank under Tranche B.

         "TRANCHE B AVAILABILITY PERIOD"

         means the period from and including the Signing Date to and including
         the date which is one month prior to the Tranche B Final Maturity Date.

         "TRANCHE B COMMITMENT"

         means, in respect of a Bank, the amount in Sterling set opposite the
         name of that Bank in Column 2 of Schedule 1 to the extent not cancelled
         or reduced under this Agreement.

         "TRANCHE B FINAL MATURITY DATE"

         means the fifth Anniversary.

         "TRANCHE B TOTAL COMMITMENTS"

         means the aggregate for the time being of the Tranche B Commitments,
         being (pound)500,000,000 at the date of this Agreement.

         "UK" or "UNITED KINGDOM"

         means the United Kingdom of Great Britain and Northern Ireland.

         "UTILISATION DATE"

         means the date for the making of an Advance.

1.2      CONSTRUCTION

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

         (i)      "ASSETS" includes properties, revenues and rights of every 
                  description;
<PAGE>

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

                  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 Business Day in
                  that calendar month;

                  a "REGULATION" includes any regulation, rule, official
                  directive, request or guideline (whether or not having the
                  force of law) of any governmental body, agency, department or
                  regulatory, self-regulatory or other authority or
                  organisation; and

                  a reference to the currency of a country is to the lawful
                  currency of that country for the time being, "(POUND)" and
                  "STERLING" is a reference to the lawful currency of the United
                  Kingdom for the time being and "U.S. $" and "U.S. DOLLARS" is
                  a reference to the lawful currency of the United States of
                  America for the time being;

         (ii)     a provision of a 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 that 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.

(d)      The definitions of "CONSOLIDATED NET FINANCE CHARGES" and
         "CONSOLIDATED PROFITS BEFORE INTEREST AND TAX" and any calculations
         made for the purposes of Clause 17 (Financial Covenant) shall be
         construed or, as the case may be, made in accordance with generally
         accepted accounting principles in the UK in force as at the Signing
         Date. If there is any change to those accounting principles after the
         Signing Date the financial statements referred to in paragraphs (a)
         and (b) of Clause 16.2 (Financial Information) shall be accompanied by
         a reconciliation of the differences between the accounting principles
         in force as at the Signing Date and the accounting principles applied
         in the preparation of those financial statements in sufficient detail
         to calculate those definitions as though there had been no such
         change.
<PAGE>

2.       THE FACILITIES

2.1      FACILITIES

         The Banks grant to the Borrowers the following facilities:

         (a)      a committed multicurrency revolving 364 day credit facility,
                  with an option to draw Term-out Advances, to be designated as
                  TRANCHE A, under which the Banks will, when requested by a
                  Borrower, make cash advances in Sterling or Optional
                  Currencies to that Borrower on a revolving basis up to the
                  Tranche A Term Date; and

         (b)      a committed multicurrency revolving credit facility, to be
                  designated as TRANCHE B, under which the Banks will, when
                  requested by a Borrower, make cash advances in Sterling or
                  Optional Currencies to that Borrower on a revolving basis,

         in all cases subject to the terms of this Agreement.

2.2      OVERALL FACILITY LIMIT

(a)      The aggregate Original Sterling Amount of all outstanding Advances:

         (i)      under Tranche A, shall not at any time exceed the Tranche A 
                  Total  Commitments  at that time; and

         (ii)     under Tranche B, shall not at any time exceed the Tranche B
                  Total Commitments at that time.

(b)      The aggregate Original Sterling Amount of:

         (i)      Tranche A Advances made by a Bank shall not at any time exceed
                  its Tranche A Commitment at that time; and

         (ii)     Tranche B Advances made by a Bank shall not at any time exceed
                  its Tranche B Commitment at that time.

2.3      NUMBER OF REQUESTS AND ADVANCES

         No more than one Request may be delivered on any one day and not more
         than 10 Advances may be outstanding at any time but, subject to the
         foregoing, that Request may specify any number of Advances from either
         Tranche A or Tranche B or both.

2.4      SYNDICATION PERIOD

         Notwithstanding any other provision of this Agreement no Borrower will
         deliver a Request during the Syndication Period specifying a Term other
         than one week, two or three weeks or one month. Nothing in this
         Agreement will prevent a Borrower from requesting Terms of those
         durations in the Syndication Period.
<PAGE>

2.5      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.

2.6      OBLIGORS' AGENT

         Each Obligor irrevocably authorises and instructs the Parent to give
         and receive as agent on its behalf all notices (including Requests) and
         sign all documents in connection with the Finance Documents on its
         behalf (including Novation Agreements under Clause 7.6(b) (Changes to
         Borrowers)) and take such other action as may be necessary or desirable
         under or in connection with the Finance Documents and confirms that it
         will be bound by any action taken by the Parent under or in connection
         with the Finance Documents.

2.7      ACTIONS OF PARENT

         The respective liabilities of each of the Obligors under the Finance
         Documents shall not be in any way affected by:

         (a)      any irregularity (or purported  irregularity) in any act done 
                  by or any failure (or purported failure) by the Parent; or

         (b)      the Parent acting (or purporting to act) in any respect
                  outside any authority conferred upon it by any Obligor; or

         (c)      the failure (or purported failure) by, or inability (or
                  purported inability) of, the Parent to inform any Obligor of
                  receipt by it of any notification under a Finance Document.

3.       PURPOSE

(a)      Each Advance will be applied:

         (i)      in the case of Tranche A Advances, in or towards providing
                  bridging finance for the Group's financial requirements (in
                  respect of, amongst other things, the Scheme of Arrangement);
                  and

         (ii)     in the case of Tranche B Advances, in or towards the general
                  corporate purposes of the Group including, without limitation,
                  capital expenditure and working capital financing.

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

4.       CONDITIONS PRECEDENT

4.1      DOCUMENTARY CONDITIONS PRECEDENT

         The obligations of each Finance Party to any Borrower under this
         Agreement are subject to the condition precedent that the Agent has
         notified the Parent and the Banks that it has received all of the
         documents set out in Part I of Schedule 2 in form and substance
         satisfactory to the Agent. The Agent will promptly notify the Parent
         upon such receipt.

4.2      FURTHER CONDITIONS PRECEDENT

         Subject to Clause 4.3 (Certain Funds Period), the obligations of each
         Bank to participate in an Advance are subject to the further conditions
         precedent that on the date of the Request for the Advance and on its
         Utilisation Date:

         (a)      except in the case of a Rollover, the representations and
                  warranties in Clause 15 (Representations and Warranties) to be
                  repeated in accordance with Clause 15.13(c) (Times for making
                  representations and warranties) on those dates are correct and
                  will be correct immediately after the disbursement of the
                  Advance;

         (b)      except in the case of a Rollover, no Default or Mandatory
                  Prepayment Event is outstanding or would result from the
                  disbursement of the Advance; and

         (c)      the Advance would not cause Clause 2.2 (Overall facility
                  limit) to be contravened.

4.3      CERTAIN FUNDS PERIOD

         To assist the Group to have sufficient funds available to fulfil its
         obligations under the Scheme of Arrangement, the Banks agree that:

         (a)      any Default which occurs under Clause 18.4 (Misrepresentation)
                  or Clause 18.8 (Cross-default) or as a result of a breach of
                  Clause 17 (Financial Covenant); and

         (b)      any misrepresentation which occurs under Clause 15.5 (No
                  default), Clause 15.8 (Litigation) or Clause 15.11 (Material
                  Adverse Change),

         that has occurred, or would result from an Advance drawn down to
         finance the Scheme of Arrangement, will be suspended for all the
         purposes of this Agreement during the Certain Funds Period.

5.       ADVANCES

5.1      RECEIPT OF REQUESTS

         A Borrower may borrow Advances under Tranche A or Tranche B if the
         Agent receives, not later than 5.00 p.m. on the third Business Day
         before the proposed Utilisation Date, or, in the case of an Advance in
         Sterling, not later than 8.00 a.m. on the proposed Utilisation Date, a
         duly completed Request.
<PAGE>

5.2      COMPLETION OF REQUESTS

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

         (a)      the Utilisation Date is a Business Day during the Tranche A
                  Availability Period (in respect of a Tranche A Advance) or
                  Tranche B Availability Period (in respect of a Tranche B
                  Advance);

         (b)      only one currency is specified for each separate Advance and
                  the Requested Amount for each separate Advance is in a minimum
                  Original Sterling Amount of (pound)50,000,000 (rounded to the
                  nearest convenient 100,000 units in the case of currencies
                  other than Sterling);

         (c)      only one Term for each separate Advance is specified which:

                  (i)      does not overrun the Tranche A Term Date (in respect
                           of a Tranche A Advance (other than a Term-out
                           Advance)) or the Tranche B Final Maturity Date (in
                           respect of a Tranche B Advance); and

                  (ii)     is a period of one month, two, three or six months
                           or, with respect to the Term-out Advances only, nine
                           or 12 months (or, in any case, such other period as
                           all the Banks may previously have agreed for the
                           purposes of such Advance);

         (d)      the currency specified is either Sterling or an Optional 
                  Currency; and

         (e)      the payment instructions comply with Clause 9.1 (Place of
                  Payment).

5.3      AMOUNT OF EACH BANK'S ADVANCE

         The amount of a Bank's Advance will be the proportion of the Requested
         Amount which:

         (a)      in the case of a Tranche  A  Advance, its Tranche A  
                  Commitment bears to Tranche A Total Commitments; and

         (b)      in the case of a Tranche B Advance, its Tranche B Commitment
                  bears to the Tranche B Total Commitments,

         in each case on the date of receipt of the relevant Request.

5.4      NOTIFICATION OF THE BANKS

         The Agent shall promptly notify each Bank of the details of the
         requested Advances and the amount of its Advance.

5.5      PAYMENT OF PROCEEDS

         Subject to the terms of this Agreement, each Bank shall make its
         Advance available to the Agent for the Borrower for value on the
         relevant Utilisation Date.
<PAGE>

6.       REPAYMENT

6.1      REPAYMENT OF TRANCHE A ADVANCES

(a)      Each Borrower shall repay each Tranche A Advance made to it in full on
         its Maturity Date to the Agent for the relevant Bank but since Tranche
         A is available on a revolving basis amounts repaid may be reborrowed
         subject to the terms of this Agreement. Subject to paragraph (b) below,
         no Tranche A Advance may be outstanding after the Tranche A Term Date.

(b)      No earlier than 60 days prior to the Tranche A Term Date, any Borrower
         may, by delivery of a duly completed Request to the Agent under Clause
         5 (Advances) (who shall send a copy of the same to the Banks), elect to
         draw Advances (each a "TERM-OUT ADVANCE") under Tranche A with a
         Maturity Date after the Tranche A Term Date. No Term-out Advance, once
         repaid or prepaid, may be reborrowed.

(c)      No Tranche A Advance, other than a Term-out Advance, may be outstanding
         after the Tranche A Term Date. No Term-out Advance may be outstanding
         after the date falling on the anniversary of the Tranche A Term Date.

6.2      REPAYMENT OF TRANCHE B ADVANCES

         Each Borrower shall repay each Tranche B Advance made to it in full on
         its Maturity Date to the Agent for the relevant Banks but since Tranche
         B is available on a revolving basis amounts repaid may be reborrowed
         subject to the terms of this Agreement. No Tranche B Advance may be
         outstanding after the Tranche B Final Maturity Date.

7.       PREPAYMENT AND CANCELLATION

7.1      AUTOMATIC CANCELLATION OF THE TOTAL COMMITMENTS

(a)      The undrawn Tranche A Commitment of each Bank shall be automatically
         cancelled at the close of business in London on the last day of the
         Tranche A Availability Period.

(b)      The Tranche B Commitment of each Bank shall be automatically cancelled
         at the close of business in London on the last day of the Tranche B
         Availability Period.

(c)      The Total Commitments will be automatically cancelled in full if the
         conditions precedent to drawing set out in Part I of Schedule 2 are not
         satisfied on or before 31st March, 1998.

7.2      VOLUNTARY CANCELLATION

         The Parent may, by giving not less than 15 days' prior written notice
         to the Agent specifying the relevant Tranche, cancel the unutilised
         portion of the Tranche A Total Commitments or the Tranche B Total
         Commitments or both, in whole or in part (but, if in part, in a minimum
         amount of (pound)50,000,000 for each Tranche). Any cancellation in part
         of the Tranche A Total Commitments shall be applied against the Tranche
         A Commitment of each Bank pro rata. Any cancellation in part of the
         Tranche B Total Commitments shall be applied against the Tranche B
         Commitment of each Bank pro rata. If the Parent fails to specify
         whether such cancellation shall be applied against Tranche A or Tranche
         B, any cancellation shall be applied first against the Tranche A Total
         Commitments until cancelled in full and then against the Tranche B
         Total Commitments.
<PAGE>

7.3      VOLUNTARY PREPAYMENT

(a)      Any Borrower may, by giving not less than 10 Business Days' prior
         notice to the Agent, prepay without premium or penalty the whole or any
         part of the Advances made to it under Tranches A or B (but, if in part,
         in an aggregate minimum Original Sterling Amount, taking all
         prepayments made by all the Borrowers on the same day together, of
         (pound)50,000,000).

(b) Any voluntary prepayment under paragraph (a) above will:

         (i)      be applied against Tranche A or B in such proportions as may
                  be specified by the Borrower in the notice of prepayment or,
                  if not specified, against Tranche A; and

         (ii)     be applied against all the Advances of all the Banks in the
                  relevant Tranche(s) pro rata.

7.4      MANDATORY PREPAYMENT EVENTS

         If at any time:

         (a)      it is or becomes unlawful for any Obligor to perform any of 
                  its obligations under the Finance Documents in any material 
                  respect; or

         (b)      the guarantee of any Guarantor under Clause 14 (Guarantee) is
                  not effective or is alleged by that Guarantor to be
                  ineffective for any reason; or

         (c)      any single person, or group of persons acting in concert (as
                  defined in the City Code on Takeovers and Mergers), acquires
                  control (as defined in Section 416 of the Income and
                  Corporation Taxes Act 1988) of the Parent, after the Effective
                  Date (other than by way of an Approved Scheme),

         then the Agent shall, if instructed to do so by the Majority Banks, by
         notice to the Parent:

         (i)      call for prepayment of all the Advances on such date as it may
                  specify in such notice whereupon all the Advances shall become
                  due and payable on such date together with accrued interest
                  and any other sums then owed by the Obligors under the Finance
                  Documents; and

         (ii)     declare that the Total Commitments shall be cancelled,
                  whereupon the Total Commitments shall be cancelled and the
                  Commitments of each Bank shall be cancelled and reduced to
                  zero.

7.5      MANDATORY PREPAYMENT BY BORROWERS

         If any Borrower (other than the Parent) ceases to be a wholly-owned
         Subsidiary of the Parent it shall forthwith prepay all Advances made to
         it together with all amounts payable by it under this Agreement and
         thereupon cease to be a Borrower.
<PAGE>

7.6      CHANGES TO BORROWERS AND GUARANTORS

(a)      Any Borrower (other than the Parent or the Original Borrower) in
         respect of which no Advance is outstanding hereunder (including any
         other amounts outstanding in relation thereto) may, at the request of
         the Parent, cease to be a Borrower by entering into a supplemental
         agreement to this Agreement in such form as the Agent may reasonably
         require which shall discharge that Borrower's obligations hereunder.

(b)      Any Borrower (the "EXISTING BORROWER") may be released from its
         obligations under this Agreement as a Borrower provided that another
         Borrower (the "SUBSTITUTE BORROWER") assumes the obligations in respect
         thereof of the Existing Borrower and provided further that:

         (i)      any such substitution shall take effect on and from the later
                  of the day upon which the Agent notifies the Parent in writing
                  that it is satisfied with the compliance with the matters set
                  out in paragraph (b)(iii) below and the date for substitution
                  specified in the relevant notice under paragraph (b)(ii)
                  below;

         (ii)     notice of the proposed substitution has been delivered by the
                  Parent to the Agent not less than 14 days prior to the
                  proposed substitution; and

         (iii)    the Substitute Borrower enters into a Novation Agreement with
                  the Existing Borrower, the Parent and the Agent on behalf of
                  the Banks in the form of Part IV of Schedule 5 together with
                  such amendments as the Agent may reasonably require.

         Each Bank authorises the Agent to sign on its behalf any Novation
         Agreement entered into in accordance with this paragraph (b).

(c)      If any Subsidiary of the Parent becomes an Additional Guarantor in
         order solely to comply with Clause 16.5 (Upstream Guarantees) as a
         result of giving any other guarantee or undertaking any similar
         liability in respect of any Borrowings (other than under this
         Agreement) of any Borrower, then that Additional Guarantor may be
         released from its obligations as a Guarantor provided:

         (i)      that other guarantee or undertaking is also released;

         (ii)     no Default has occurred which is continuing; and

         (iii)    the Agent executes an agreement to release (which it is
                  authorised to execute without reference to the Banks if the
                  Parent confirms the conditions in sub-paragraphs (i) and (ii)
                  above have been fulfilled) in such form as it may reasonably
                  require.

7.7      RIGHT OF PREPAYMENT AND CANCELLATION

         If any Borrower is required to pay or is notified by any Bank in
         writing that it will be required to pay any amount to a Bank under
         Clause 10 (Taxes) or Clause 12 (Increased Costs), or if circumstances
         exist such that a Borrower will be required to pay any amount to a Bank
         under Clause 10 (Taxes), the Parent may, whilst the circumstances
         giving rise or which will give rise to the requirement continue, serve
         a notice of prepayment and cancellation on that Bank through the Agent.
         On the date falling five Business Days after the date of service of the
         notice:
<PAGE>

         (a)      each Borrower shall prepay all outstanding Advances made to it
                  by that Bank; and

         (b)      the Bank's Tranche A Commitment and Tranche B Commitment shall
                  be permanently cancelled on the date of service of the notice.

7.8      MISCELLANEOUS PROVISIONS

(a)      Any notice of prepayment and/or cancellation under this Agreement is
         irrevocable. The Agent shall notify the Banks promptly of receipt of
         any such notice.

(b)      All prepayments under this Agreement shall be made together with
         accrued interest on the amount prepaid and any other amounts due under
         this Agreement in respect of that prepayment (including, but not
         limited to, any amounts payable under Clause 23.2(c) (Other
         indemnities) if not made on a Maturity Date for the relevant Tranche A
         Advance or Tranche B Advance).

(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, any amount prepaid under Clause
         7.3 (Voluntary Prepayment) in respect of Tranche A (other than in
         respect of a Term-out Advance) or Tranche B may be reborrowed. No
         amount of the Tranche A Total Commitments or Tranche B Total
         Commitments cancelled under this Agreement may subsequently be
         reinstated.

8.       INTEREST

8.1      INTEREST RATE FOR ALL ADVANCES

         The rate of interest on each Tranche A and B Advance for its Term is
         the rate per annum determined by the Agent to be the aggregate of:

         (a)      the relevant Margin;

         (b)      LIBOR; and

         (c)      Reserve Asset Costs.

8.2      DUE DATES

         Except as otherwise provided in this Agreement, accrued interest on
         each Advance is payable by the relevant Borrower on its Maturity Date
         and also, in the case of any Advance with a Term longer than six
         months, at six-monthly intervals after its Utilisation Date for so long
         as the Term is outstanding.

8.3      DEFAULT INTEREST

(a)      If a 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,
         both before and after judgment, at a rate (the "DEFAULT RATE")
         determined by the Agent to be one per cent. per annum above the higher
         of:
<PAGE>

         (i)      the rate on the overdue amount under Clause 8.1 (Interest rate
                  for all Advances) immediately before the due date (in the case
                  of principal); and

         (ii)     the rate which would have been payable if the overdue amount
                  had, during the period of non-payment, constituted a Tranche A
                  Advance in the currency of the overdue amount for such
                  successive Terms of such duration as the Agent may determine
                  (each a "DESIGNATED TERM").

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

(c)      If the Agent determines that deposits in the currency 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 selects after consultation with the
         Reference Banks.

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

8.4      NOTIFICATION OF RATES OF INTEREST

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

9.       PAYMENTS

9.1      PLACE OF PAYMENT

         All payments by an Obligor or a Bank under this Agreement shall be made
         to the Agent to its account at such office or bank in the principal
         financial centre of the country of the currency concerned as it may
         notify to the Obligor or Bank for this purpose.

9.2      FUNDS

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

9.3      DISTRIBUTION

(a)      Each payment received by the Agent under this Agreement 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 an Obligor in or
         towards payment (on the date and in the currency and funds of receipt)
         of any amount due from an Obligor under this Agreement or in or towards
         the purchase of any amount of any currency to be so applied.
<PAGE>

(c)      Where a sum is to be paid under this  Agreement  to the Agent for the 
         account of 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 forthwith on demand refund the  corresponding  amount to the
         Agent  together  with  interest  on that  amount  from the  date of 
         payment  to the date of  receipt, calculated at a rate reasonably
         determined by the Agent to reflect its cost of funds.

9.4      CURRENCY

(a)      A repayment or prepayment of an Advance is payable in the currency in
         which the Advance is denominated.

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

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

(d)      Any other amount payable under this Agreement is, except as otherwise
         provided in this Agreement, payable in Sterling.

9.5      SET-OFF AND COUNTERCLAIM

         All payments made by an Obligor under this Agreement shall be made
         without set-off or counterclaim.

9.6      NON-BUSINESS DAYS

(a)      If a payment under this Agreement 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 the principal at the rate payable
         on the original due date.

9.7      PARTIAL PAYMENTS

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

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

         (ii)     SECONDLY,  in or towards  payment pro rata of any accrued fees
                  due but unpaid under Clause 20 (Fees);
<PAGE>

         (iii)    THIRDLY, in or towards payment pro rata of any interest due 
                  but unpaid under this Agreement;

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

         (v)      FIFTHLY, in or towards payment pro rata of any other sum due
                  but unpaid under this Agreement.

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

(c)      Paragraphs (a) and (b) above shall override any appropriation made by
         any Obligor.

10.      TAXES

10.1     GROSS-UP

(a)      All payments by an Obligor under the Finance Documents shall be made
         free and clear of and without deduction for or on account of any taxes,
         except to the extent that the Obligor is required by law to make
         payment subject to any taxes. Subject to paragraph (b) below, if any
         tax or amounts in respect of tax must be deducted from any amounts
         payable or paid by an Obligor, or paid or payable by the Agent to a
         Finance Party, under the Finance Documents, the Obligor shall pay such
         additional amounts as may be necessary to ensure that the relevant
         Finance Party receives a net amount equal to the full amount which it
         would have received had payment not been made subject to tax.

(b)      An Obligor is not obliged to pay any additional amount pursuant to
         paragraph (a) above in respect of any deduction which would not have
         been required if the relevant Finance Party had completed a
         declaration, claim or exemption or other form which it is able to
         complete.

10.2     TAX RECEIPTS

         All taxes required by law to be deducted or withheld by an Obligor from
         any amounts paid or payable under the Finance Documents shall be paid
         by the relevant Obligor when due and the Obligor shall, within 15 days
         of the payment being made, deliver to the Agent for the relevant Bank
         evidence satisfactory to that Bank (including any relevant tax
         receipts) that the payment has been duly remitted to the appropriate
         authority.

10.3     QUALIFYING BANK

         If:

         (a)      on the Signing  Date, any Bank  which is a Party on the  
                  Signing Date is not a  Qualifying Bank; or

         (b)      after the first Utilisation Date, a Bank ceases to be a
                  Qualifying Bank other than as a result of the introduction of,
                  suspension, withdrawal or cancellation of, or change in, or
                  change in the official interpretation, administration or
                  official application of, any law, regulation having the force
                  of law, tax treaty or any published practice or published
                  concession of the UK Inland Revenue or any other relevant
<PAGE>

                  taxing or fiscal authority in any jurisdiction with which the
                  relevant Bank has a connection, occurring after the Signing
                  Date; or

         (c)      on the date of any novation under Clause 26 (Changes to the
                  Parties), a New Bank (as such term is defined in that Clause)
                  is not a Qualifying Bank,

         then no Obligor shall be liable to pay to that Bank under Clause 10.1
         (Gross-up) any amount in respect of taxes levied or imposed by the UK
         or any taxing authority of or in the UK in excess of the amount it
         would have been obliged to pay if that Bank had been a Qualifying Bank
         on such date.

10.4     COLLECTING AGENTS RULES

         Each Bank represents to the Agent that, in the case of a Bank which is
         a Bank on the Signing Date, on the Signing Date, and, in the case of a
         Bank which becomes a Bank after the date of this Agreement, on the date
         it becomes a Bank, in relation to the Facilities, it is:

         (a)      either:

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

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

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

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

10.5     TAX CREDIT

(a)      If an Obligor makes a payment pursuant to Clause 10.1 (Gross up) for
         the account of any Finance Party and such Finance Party has received
         or been granted a credit against, or relief or remission or repayment
         of, any tax paid or payable by it (a "TAX CREDIT") which is
         attributable to that payment or the corresponding payment under the
         Finance Document such Finance Party 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 to the Obligor concerned such
         amount as the Finance Party shall have reasonably determined to be
         attributable to such payments and which will leave the Finance Party
         (after such payment) in no better or worse position than it would have
         been if the Obligor concerned had not been required to make any
         deduction or withholding.

(b)      Nothing in this Clause 10.5 shall interfere with the right of a
         Finance Party to arrange its tax affairs in whatever manner it thinks
         fit and without limiting the foregoing no Finance Party shall be under
         any obligation to claim a Tax Credit or to claim a Tax Credit in
         priority to any other claims, relief, credit or deduction available to
         it. No Finance Party shall be obliged to disclose any information
         relating to its tax affairs or any computations in respect thereof.
         Unless it would in a Bank's reasonable judgement be prejudicial to its
         interests, such Bank shall seek any Tax Credit available to it
         consequent upon any deductions for tax being made from any payment to
         it under Clause 10.1 (Gross up).
<PAGE>

11.      MARKET DISRUPTION

11.1     MARKET DISTURBANCE

         Notwithstanding anything to the contrary herein contained, if and each
         time that prior to or on a Utilisation Date relative to an Advance to
         be made:

         (a)      only one or no Reference Bank supplies a rate for the purposes
                  of determining LIBOR; or

         (b)      the Agent is notified by Banks whose Commitments represent 35
                  per cent. or more of the Total Commitments that deposits in
                  the currency of that Advance are not in the ordinary course of
                  business available in the London Interbank Market for a period
                  equal to the Term concerned in amounts sufficient to fund
                  their participations in that Advance; or

         (c)      the Agent (after consultation with the Reference Banks) shall
                  have determined (which determination shall be conclusive and
                  binding upon all Parties) that by reason of circumstances
                  affecting the London Interbank Market generally, adequate and
                  fair means do not exist for ascertaining the LIBOR applicable
                  to such Advance during its Term or LIBOR does not adequately
                  represent the cost of funding to the Banks,

         the Agent shall promptly give written notice of such determination or
         notification to the Parent and to each of the Banks.

11.2     ALTERNATIVE RATES

         If the Agent gives a notice under Clause 11.1 (Market disturbance):

         (a)      the Parent and the Banks may (through the Agent) agree that 
                  the  Advances concerned shall not be borrowed; or

         (b)      in the absence of such agreement:

                  (i)      the Term of the Advances concerned shall be one 
                           month;

                  (ii)     in the case of Clause 11.1(b) (Market disturbance),
                           the Advances shall be made in Sterling in an amount
                           equal to the Original Sterling Amount of the Advance
                           concerned; and

                  (iii)    during the Term of each Advance the rate of interest
                           applicable to the participation of each Bank in such
                           Advance shall be the applicable Margin plus
                           applicable Reserve Asset Costs plus the rate per
                           annum notified by the Bank concerned to the Agent
                           before the last day of such Term to be that which
                           expresses as a percentage rate per annum the cost to
                           such Bank of funding its participation in such
                           Advance from whatever sources it may reasonably
                           select.
<PAGE>

11.3     NON-AVAILABILITY OF CURRENCY

         If any Bank notifies the Agent before 10.00 a.m. (London time) two
         Business Days prior to the proposed Utilisation Date of an Advance to
         be denominated in an Optional Currency (other than U.S. Dollars) that
         it is unable for any reason to fund its participation in such Advance
         in the Optional Currency concerned, the Agent shall notify the Parent
         and such Bank shall make its participation in the Advance available in
         Sterling for the period in question.

11.4     CHANGE IN CIRCUMSTANCES

         If before 9.00 a.m. (London time) on the proposed Utilisation Date of
         an Advance which is to be denominated in an Optional Currency (other
         than U.S. Dollars) there occurs any change in national or international
         financial, political or economic conditions, currency availability,
         currency exchange rates or exchange controls, which in the opinion of
         the Agent renders the making of the Advance in such currency
         impracticable:

         (a)      the Agent shall give notice to each of the Banks and the
                  Parent to that effect as soon as practicable but in any event
                  before 11.00 a.m. (London time) on the proposed Utilisation
                  Date;

         (b)      unless the Parent and the Banks agree otherwise, the Advance
                  shall be made in Sterling and the Rate Fixing Date for the
                  Term of the Advance shall be the Utilisation Date; and

         (c)      the relevant Borrower shall pay to the Agent on behalf of the
                  Banks any amount claimed in accordance with Clause 23.2 (Other
                  Indemnities).

11.5     CHANGE IN CURRENCY

(a)      If more than one currency or currency unit 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 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 any 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 the currency and to put the Finance Parties in the same
         position, so far as possible, that they would have been in if no change
         in currency has occurred.
<PAGE>

12.      INCREASED COSTS

12.1     INCREASED COSTS

(a)      Subject to Clause 12.2 (Exceptions), the Parent shall forthwith on
         demand by a Finance Party pay that Finance Party the amount of any
         increased cost incurred by it or any of its holding companies as a
         result of any change in or introduction of any law or regulation
         (including any relating to taxation or reserve asset, special deposit,
         cash ratio, liquidity or capital adequacy requirements or any other
         form of banking or monetary control).

(b) In this Agreement "INCREASED COST" means:

         (i)      an additional cost incurred by a Finance Party or any of its
                  holding companies as a result of it performing, maintaining or
                  funding its obligations under, this Agreement; or

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

         (iii)    a reduction in any amount payable to a Finance Party or the
                  effective return to a Finance Party under this Agreement or on
                  its capital (or the capital of any of its holding companies);
                  or

         (iv)     the amount of any payment made by a Finance Party, or the
                  amount of interest or other return foregone by a Finance
                  Party, calculated by reference to any amount received or
                  receivable by a Finance Party from any other Party under this
                  Agreement.

12.2     EXCEPTIONS

         Clause 12.1 (Increased costs) does not apply to any increased cost:

         (a)      compensated for by the payment of the Reserve Asset Costs; or

         (b)      attributable to any tax or amounts in respect of tax which
                  must be deducted from any amounts payable or paid by a
                  Borrower or paid or payable by the Agent to a Finance Party
                  under the Finance Documents; or

         (c)      which is, or is attributable to, any tax on the overall net
                  income, profits or gains of a Bank or any of its holding
                  companies (or the overall net income, profits or gains of a
                  division or branch of the Bank or any of its holding
                  companies).

13.      ILLEGALITY AND MITIGATION

13.1     ILLEGALITY

         If it 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 any Advance, then the Bank may notify the Parent through the
         Agent accordingly and thereupon:
<PAGE>

         (a)      each Borrower shall, to the extent required and within the
                  period allowed or if no period is allowed, forthwith, repay
                  any Advances made to it by that Bank together with all other
                  amounts payable by it to that Bank under this Agreement; and

         (b)      the Bank's Tranche A Commitment and Tranche B Commitment shall
                  be cancelled.

13.2     MITIGATION

         Notwithstanding the provisions of Clauses 10 (Taxes), 12 (Increased
         Costs) and 13.1 (Illegality), if in relation to a Bank or (as the case
         may be) the Agent circumstances arise which would result in:

         (a)      any deduction, withholding or payment of the nature referred 
                  to in Clause 10 (Taxes); or

         (b)      any increased cost of the nature referred to in Clause 12 
                  (Increased Costs); or

         (c)      a notification pursuant to Clause 13.1 (Illegality),

         then without in any way limiting, reducing or otherwise qualifying the
         rights of such Bank or the Agent, such Bank shall promptly upon
         becoming aware of the same notify the Agent thereof (whereupon the
         Agent shall promptly notify the Parent) and such Bank shall use
         reasonable endeavours to transfer its participation in the Facility and
         its rights hereunder and under the Finance Documents to another
         financial institution or Facility Office not affected by the
         circumstances having the results set out in (a), (b) or (c) above and
         shall otherwise take such reasonable steps as may be open to it to
         mitigate the effects of such circumstances provided that such Bank
         shall not be under any obligation to take any such action if, in its
         opinion, to do so would or would be likely to have an adverse effect
         upon its business, operations or financial condition or would involve
         it in any unlawful activity or any activity that is contrary to its
         policies or any request, guidance or directive of any competent
         authority (whether or not having the force of law) or (unless
         indemnified to its satisfaction) would involve it in any significant
         expense or tax disadvantage.

14.      GUARANTEE

14.1     GUARANTEE

         Each Guarantor jointly and severally irrevocably and unconditionally:

         (a)      as principal obligor, guarantees to each Finance Party prompt
                  performance by each Borrower of all its obligations under the
                  Finance Documents;

         (b)      undertakes with each Finance Party that whenever a Borrower
                  does not pay any amount when due under or in connection with
                  any Finance Document, each Guarantor shall forthwith on demand
                  by the Agent pay that amount as if that Guarantor instead of
                  the relevant Borrower were expressed to be the principal
                  obligor; and
<PAGE>

         (c)      indemnifies each Finance Party on demand against any loss or
                  liability suffered by it if any obligation guaranteed by any
                  Guarantor is or becomes unenforceable, invalid or illegal.

14.2     CONTINUING GUARANTEE

         This guarantee is a continuing guarantee and will extend to the
         ultimate balance of all sums payable by the Borrowers under the Finance
         Documents, regardless of any intermediate payment or discharge in part.

14.3     REINSTATEMENT

(a)      Where any discharge (whether in respect of the obligations of any
         Borrower or any security for those obligations or otherwise) is made in
         whole or in part or any arrangement is made on the faith of any
         payment, security or other disposition which is avoided or must be
         restored on insolvency, liquidation or otherwise without limitation,
         the liability of the Guarantors under this Clause 14 shall continue as
         if the discharge or arrangement had not occurred (but only to the
         extent that such payment, security or other disposition is avoided or
         restored).

(b)      Each Finance Party may concede or compromise any claim that any
         payment, security or other disposition is liable to avoidance or
         restoration.

14.4     WAIVER OF DEFENCES

         The obligations of the Guarantors under this Clause 14 will not be
         affected by any act, omission, matter or thing which, but for this
         provision, would reduce, release or prejudice any of its obligations
         under this Clause 14 or prejudice or diminish those obligations in
         whole or in part, including (whether or not known to it or any Finance
         Party):

         (a)      any time or waiver granted to, or composition with, any 
                  Borrower or other person;

         (b)      the taking, variation, compromise, exchange, renewal or
                  release of, or refusal or neglect to perfect, take up or
                  enforce, any rights against, or security over assets of, any
                  Borrower or other person or any non-presentation or
                  non-observance of any formality or other requirement in
                  respect of any instrument or any failure to realise the full
                  value of any security;

         (c)      any incapacity or lack of powers, authority or legal
                  personality of or dissolution or change in the members or
                  status of a Borrower or any other person;

         (d)      any variation (however fundamental) or replacement of a
                  Finance Document or any other document or security so that
                  references to that Finance Document in this Clause 14 shall
                  include each variation or replacement;

         (e)      any unenforceability, illegality or invalidity of any
                  obligation of any person under any Finance Document or any
                  other document or security, to the intent that the Guarantors'
                  obligations under this Clause 14 shall remain in full force
                  and their guarantee be construed accordingly, as if there were
                  no unenforceability, illegality or invalidity; and
<PAGE>

         (f)      any postponement, discharge, reduction, non-provability or
                  other similar circumstance affecting any obligation of any
                  Borrower under a Finance Document resulting from any
                  insolvency, liquidation or dissolution proceedings or from any
                  law, regulation or order so that each such obligation shall
                  for the purposes of the Guarantors' obligations under this
                  Clause 14 shall be construed as if there were no such
                  circumstance.

14.5     IMMEDIATE RECOURSE

         Each Guarantor waives any right it may have of first requiring any
         Finance Party (or any trustee or agent on its behalf) to proceed
         against or enforce any other rights or security or claim payment from
         any person before claiming from that Guarantor under this Clause 14.

14.6     APPROPRIATIONS

         Until all amounts which may be or become payable by the Borrowers under
         or in connection with the Finance Documents have been irrevocably paid
         in full, each Finance Party (or any trustee or agent on its behalf)
         may:

         (a)      refrain from applying or enforcing any other moneys, security
                  or rights held or received by that Finance Party (or any
                  trustee or agent on its behalf) in respect of those amounts,
                  or apply and enforce the same in such manner and order as it
                  sees fit (whether against those amounts or otherwise) and no
                  Guarantor shall be entitled to the benefit of the same; and

         (b)      hold in a suspense account any moneys received from any
                  Guarantor or on account of that Guarantor's liability under
                  this Clause 14, without liability to pay interest on those
                  moneys.

14.7     NON-COMPETITION

         Until all amounts which may be or become payable by the Borrowers under
         or in connection with the Finance Documents have been paid in full, no
         Guarantor shall, after a claim has been made or by virtue of any
         payment or performance by it under this Clause 14:

         (a)      be subrogated to any rights, security or moneys held, received
                  or receivable by any Finance Party (or any trustee or agent on
                  its behalf) or be entitled to any right of contribution or
                  indemnity in respect of any payment made or moneys received on
                  account of that Guarantor's liability under this Clause 14; or

         (b)      claim, rank, prove or vote as a creditor of any Borrower or
                  its estate in competition with any Finance Party (or any
                  trustee or agent on its behalf); or

         (c)      receive, claim or have the benefit of any payment,
                  distribution or security from or on account of any Borrower or
                  exercise any right of set-off as against any Borrower.

         Each Guarantor shall hold in trust for and forthwith pay or transfer to
         the Agent for the Finance Parties any payment or distribution or
         benefit of security received by it contrary to this Clause 14.7.
<PAGE>

14.8     ADDITIONAL SECURITY

         This guarantee is in addition to and is not in any way prejudiced by
         any other security now or hereafter held by any Finance Party.

14.9     REMOVAL OF GUARANTORS

         Any Guarantor (other than the Parent or any other Borrower) may, at the
         request of the Parent and if no Default or Mandatory Prepayment Event
         is continuing, cease to be a Guarantor by entering into a supplemental
         agreement to this Agreement at the cost of the Original Borrower in
         such form as the Agent may reasonably require which shall discharge
         that Guarantor's obligations as a Guarantor under this Agreement.

15.      REPRESENTATIONS AND WARRANTIES

15.1     REPRESENTATIONS AND WARRANTIES

         Each Obligor makes the representations and warranties set out in this
         Clause 15 (Representations and Warranties) to each Finance Party (but
         in the case of an Obligor other than the Parent only in respect of
         itself).

15.2     STATUS, POWERS AND AUTHORITY

         It is duly incorporated under the laws of the country in which it is
         incorporated and has power and is able lawfully to execute and deliver
         the Finance Documents to which it is a party and to exercise its rights
         and perform its obligations thereunder and all corporate or other
         action required to be taken by it in order to authorise the execution
         and delivery by it of the Finance Documents to which it is a party and
         the performance by it of its obligations thereunder has been duly
         taken.

15.3     LEGAL VALIDITY

         The Finance Documents to which it is a party constitute (or will, when
         drawn in the manner contemplated herein, constitute) its legal, valid,
         binding and enforceable obligations.

15.4     NON-CONFLICT

         The execution, delivery and performance by it of the Finance Documents
         to which it is a party will not:

         (a)      contravene any provision of any law, statute, decree, rule or
                  regulation to which it or any of its assets or revenues is
                  subject, or of any order, judgment, injunction, decree,
                  resolution, determination or award of any court or any
                  judicial, administrative or governmental authority or
                  organisation having applicability to it or any of its assets
                  or revenues; or

         (b)      result in any breach of any of the terms, covenants,
                  conditions or provisions of, or constitute default under, any
                  indenture, mortgage, deed of trust, bond, agreement or other
                  instrument or obligation to which it is a party or by which it
                  or any of its assets or revenues may be bound or affected; or
<PAGE>

         (c)      violate any provision of its Memorandum and Articles of
                  Association or other constitutive documents.

15.5     NO DEFAULT

(a)      No Event of Default has occurred and is continuing which has not been 
         remedied.

(b)      No Default has occurred and is continuing which has not been remedied.

15.6     AUTHORISATIONS

         It has obtained (and there are in full force and effect) any
         governmental and other consents necessary to enable it to enter into
         and perform its obligations under each Finance Document.

15.7     ACCOUNTS

(a)      The most recently published audited consolidated financial statements
         of the Group give (in conjunction with the notes thereto) a true and
         fair view of the financial condition of the Group as at the date as of
         which the same were prepared.

(b)      The Original Group Accounts were prepared in accordance with accounting
         principles generally accepted in England and consistently applied and
         give (in conjunction with the notes thereto) a true and fair view of
         the consolidated financial condition of Reuters Holdings Plc and its
         Subsidiaries as at the date as of which they were prepared and the
         consolidated results of the operations of Reuters Holdings Plc and its
         Subsidiaries during the financial year then ended.

(c)      As at the date as of which the most recently published audited
         consolidated financial statements of the Group were prepared no member
         of the Group had any material liabilities which were not disclosed
         thereby (or by the notes thereto) or provided for therein and which
         should at that date have been so disclosed or provided for.

(d)      The financial information supplied by it or on behalf of it by any
         other member of the Group to the Banks relating to any member of the
         Group in connection with this Agreement is true and accurate in all
         material respects.

15.8     LITIGATION

         No action or proceeding of or before any court or administrative
         tribunal has been commenced, or (to its knowledge) is threatened:

         (a)      to restrain or affect the execution or delivery by it of any
                  of the Finance Documents to which it is a party or the
                  performance and compliance by it of, and with, the obligations
                  expressed to be assumed by it therein or the legality,
                  validity or enforceability thereof; or

         (b)      which would be reasonably expected to succeed and, if
                  successful, to have a Material Adverse Effect.
<PAGE>

15.9     PARI PASSU

         Its Indebtedness under the Finance Documents to which it is a party
         will rank at least pari passu with all its other unsecured Indebtedness
         with the exception of that which is preferred by operation of law.

15.10    ENCUMBRANCES

         Its execution of the Finance Documents and its exercise of its rights
         and performance of its obligations thereunder will not result in the
         existence of, nor oblige any member of the Group to create, any
         Encumbrance over all or any of its present or future revenues or
         assets.

15.11    MATERIAL ADVERSE CHANGE

         There has been no material adverse change in the business or financial
         condition of the Group when compared with the business or financial
         condition of Reuters Holdings Plc and its Subsidiaries (as shown in the
         Original Group Accounts but excluding the effect of the Scheme of
         Arrangement) taken as a whole which could reasonably be expected to
         have a Material Adverse Effect.

15.12    INFORMATION

(a)      The factual information in relation to the Group in the Information
         Memorandum is to the best of the Parent's knowledge and belief true and
         accurate in all material aspects and opinion expressed about the Group
         in the Information Memorandum was honestly held and all such factual
         information and opinions were provided in good faith and after due
         enquiry as to their accuracy.

(b)      The Information Memorandum did not omit at its date any information
         which made misleading any information in the Information Memorandum.

(c)      In this Clause 15.12 and Clause 15.13 (Time for making representations
         and warranties), "INFORMATION MEMORANDUM" means the information
         memorandum to be prepared and delivered to the Banks in connection with
         the primary syndication of the Facility.

15.13    TIMES FOR MAKING REPRESENTATIONS AND WARRANTIES

         The representations and warranties set out in this Clause 15:

         (a)      (except for Clause 15.12 (Information)) are made on the 
                  Effective Date;

         (b)      (except for Clause 15.5(b) (No default), Clause 15.7
                  (Accounts), Clause 15.8 (Litigation), Clause 15.11 (Material
                  Adverse Change) and Clause 15.12 (Information)) in the case of
                  an Obligor which becomes a Party after the date of this
                  Agreement, will be deemed to be made by that Obligor on the
                  date it executes a Borrower Accession Agreement or, as the
                  case may be, a Guarantor Accession Agreement;

         (c)      (except for Clause 15.5(b) (No default), Clause 15.7(b)
                  (Accounts), Clause 15.8 (Litigation), Clause 15.11 (Material
                  Adverse Change) and Clause 15.12 (Information)) are deemed to
                  be repeated by each Obligor on:
<PAGE>

                  (i)      the date of each Request; and

                  (ii)     each Utilisation Date with reference to the facts and
                           circumstances then existing; and

         (d)      in the case of Clause 15.12 (Information), are made on the
                  date of the Information Memorandum.

16.      UNDERTAKINGS

16.1     DURATION

         The undertakings in this Clause 16 (Undertakings) will remain in force
         from the Effective Date for so long as any amount is or may be
         outstanding under this Agreement or any Commitment is in force.

16.2     FINANCIAL INFORMATION

(a)      In the case of the Parent, it will as soon as the same become
         available, but in any event within 120 days after the end of each
         financial year, procure the delivery to each of the Banks through the
         Agent of one copy (or such other number of copies as the Agent shall
         reasonably request) of the audited consolidated financial statements
         (including balance sheet and profit and loss account) of the Group
         together with the audited financial statements of the Parent for such
         financial year.

(b)      In the case of the Parent, it will as soon as the same become
         available, but in any event within 60 days after the end of the first
         half of each financial year, procure the delivery to each of the Banks
         through the Agent of one copy (or such other number of copies as the
         Agent shall reasonably request) of the published interim consolidated
         financial statements of the Group for such financial half-year.

(c)      In the case of each other Obligor, it will as soon as the same become
         available, but in any event within 120 days after the end of each
         financial year, procure the delivery to each of the Banks through the
         Agent of one copy (or such other number of copies as the Agent shall
         reasonably request) of its audited financial statements (including
         balance sheet and profit and loss account) for such financial year.

(d)      It will ensure that each set of financial statements delivered by it
         pursuant to paragraphs (a) and (b) above, in the case of the Parent,
         and paragraph (c) above, in the case of each other Obligor, is
         prepared and audited in accordance with United Kingdom accounting
         principles generally accepted and consistently applied (save for
         changes in accounting principles disclosed in the relevant financial
         statements) except (in the case of an Obligor incorporated outside the
         United Kingdom) where the relevant Obligor is required to prepare its
         financial statements in accordance with accounting principles
         generally accepted in a jurisdiction other than the United Kingdom in
         which case its financial statements will be prepared and audited in
         accordance with the accounting principles of that jurisdiction
         generally accepted and consistently applied (save for changes in
         accounting principles disclosed in the relevant financial statements).
<PAGE>

(e)      In the case of the Parent, it will supply to the Banks through the
         Agent one copy (or such other number of copies as the Agent shall
         reasonably request) (as and when the same are distributed to its
         shareholders) of all information and circulars from time to time
         distributed by Parent to its shareholders.

(f)      In the case of the Parent, together with the accounts specified in
         paragraph (a) above, a certificate signed by two officers of the Parent
         in the form of Schedule 6:

         (i)      setting out in reasonable detail computations establishing
                  compliance with Clause 17 (Financial Covenant) as at the date
                  to which those accounts were drawn-up; and

         (ii)     identifying the Material Subsidiaries on the basis of those
                  accounts.

16.3     NOTIFICATION OF DEFAULT

         Each Obligor shall, promptly upon becoming aware of the same, inform
         the Banks through the Agent of the occurrence of any Default, and upon
         receipt of a notice to that effect from the Agent, confirm to the Banks
         that, save as previously notified to the Banks or as notified in such
         confirmation, and so far as it is aware having made reasonable enquiry,
         no such event has occurred.

16.4     NEGATIVE PLEDGE/SUBSIDIARIES

         Each Obligor will not, and will procure that none of the Subsidiaries
         shall, create or permit to subsist any Encumbrance (other than
         Permitted Encumbrances) upon the whole or any part of its present or
         future revenues or assets.

16.5     UPSTREAM GUARANTEES

         The Parent shall procure that no member of the Group (other than a
         Guarantor) will give any guarantee or undertake any similar liability
         in respect of any Borrowings of any Borrower.

17.      FINANCIAL COVENANT

         The Parent shall ensure that the ratio of Consolidated Profits before
         Interest and Tax in respect of any financial year to Consolidated Net
         Finance Charges for such financial year shall exceed 2.5:1.

18.      DEFAULT

18.1     EVENTS OF DEFAULT

         Each of the events set out in Clauses 18.2 (Non-Payment) to 18.11
         (Execution or distress) (inclusive) is an Event of Default (whether or
         not caused by any reason whatsoever outside the control of any Obligor
         or any other person).

18.2     NON-PAYMENT

         An Obligor fails to pay in the currency or in the manner specified
         therein any sum due from it under any Finance Document within three
         Business Days, in the case of any principal sum, or within five
         Business Days, in the case of any other sum, of the due date therefor.
<PAGE>

18.3     BREACH OF OTHER OBLIGATIONS

         An Obligor fails to perform or observe any other obligation binding on
         it under any of the Finance Documents and such default is (if capable
         of remedy) not remedied within thirty days after the Agent has given
         notice to that Obligor requiring remedy.

18.4     MISREPRESENTATION

         Any representation or statement made or deemed to be made by any
         Obligor herein or pursuant hereto is or proves to be incorrect or
         misleading in any material respect when made or deemed to be made and,
         if capable of remedy, is not remedied within 30 days after the Agent
         has given notice to that Obligor requiring remedy.

18.5     INSOLVENCY

         Any order(s) is or are made or effective resolution(s) is or are passed
         for the liquidation, administration, winding-up or dissolution of any
         Obligor or any Material Subsidiary or for the reorganisation of any
         Obligor or any Material Subsidiary except, in the case of any Material
         Subsidiary, for:


         (a)      the purpose of and followed by an amalgamation and
                  reconstruction the terms of which have first been approved by
                  the Majority Banks in writing such approval not to be
                  unreasonably withheld or delayed; or

         (b)      a voluntary solvent liquidation, winding-up, dissolution or
                  reorganisation in connection with the transfer of the
                  business, undertaking and assets of such Material Subsidiary
                  to another member of the Group; or

         (c)      except in relation to a Specified Subsidiary, where such
                  liquidation, administration, winding-up, dissolution or
                  reorganisation could not reasonably be expected to have a
                  Material Adverse Effect.

18.6     INSOLVENCY PROCEEDINGS

         Any Obligor or any Material Subsidiary takes any corporate action or
         other steps are taken or legal proceedings are started for the
         appointment of a receiver, administrative receiver, trustee or similar
         officer (other than an administrator) of it or of any or all of its
         revenues and assets (or any order(s) is or are made or effective
         resolution(s) is or are passed for the appointment of an administrator
         of it) which, in the case of any Material Subsidiary (other than a
         Specified Subsidiary), could reasonably be expected to have a Material
         Adverse Effect.

18.7     CREDITORS PROCESS

         Any Obligor or any Material Subsidiary is unable or admits in writing
         its inability to pay its debts as they fall due or commences
         negotiations with a view to, or takes any proceedings under any law
         for, a readjustment, rescheduling or deferment of all or any of its
         obligations (or proposes, makes or enters into a general assignment,
         arrangement or composition with or for the benefit of its creditors)
         which, in the case of any Material Subsidiary, could reasonably be
         expected to have a Material Adverse Effect.
<PAGE>

18.8     CROSS DEFAULT

         Any other Borrowings of any Obligor or any Material Subsidiary:-

         (a)      are not paid when due nor within any applicable grace period 
                  in any agreement or instrument relating to those Borrowings;
                  or

         (b)      becomes due and payable before its normal or agreed maturity
                  through the occurrence of an event of default (howsoever
                  described),

         and such other Borrowings, when aggregated with any other Borrowings of
         any Obligor or Material Subsidiary which falls within the terms of
         paragraph (a) or (b) above, is in excess of (pound)20,000,000 (or its
         equivalent in other currencies) except that this Clause 18.8 does not
         apply during the period of 180 days beginning on the date any company
         becomes a member of the Group to any Borrowings of that company
         outstanding as at the date it becomes a member of the Group which, but
         for this proviso, would have caused an Event of Default under this
         Clause 18.8 at that date.

18.9     SUSPENSION OF BUSINESS

         Save as previously approved in writing by the Majority Banks, any
         Obligor or any Material Subsidiary shall suspend or threaten to suspend
         all or a substantial part of its operations or ceases, or threatens to
         cease, to carry on its business which, in the case of any such Material
         Subsidiary could reasonably be expected to have a Material Adverse
         Effect and except, in the case of any such Material Subsidiary, for the
         purpose of and followed by an amalgamation, the terms of which have
         first been approved by the Majority Banks in writing or in connection
         with the transfer of the business, undertaking and assets of such
         Material Subsidiary to another member of the Group.

18.10    INVALIDITY OF ANY FINANCE DOCUMENT

         Any Finance Document shall at any time for any reason cease to be in
         full force and effect (other than in accordance with its terms or by
         agreement with the Banks).

18.11    EXECUTION OR DISTRESS

         Any execution or distress is levied against, or an encumbrancer takes
         possession of the whole or any part of, the property, undertaking or
         assets of any Obligor or any Material Subsidiary and it is not
         satisfied, removed or discharged within seven days and which, in the
         case of any Material Subsidiary could reasonably be expected to have a
         Material Adverse Effect.

18.12    ACCELERATION

         On and at any time after the occurrence of an Event of Default while
         such event is continuing the Agent may, and shall if so directed by the
         Majority Banks, by notice to the Parent, declare that an Event of
         Default has occurred and:

         (a)      cancel the Total Commitments; and/or
<PAGE>

         (b)      demand that all the Advances, 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 the Advances be payable on demand, whereupon
                  they shall immediately become payable on demand.

18.13    NOTICE

         The Agent will, if practicable to do so, notify the Parent prior to
         issuing a notice under Clause 18.12 (Acceleration) in respect of a
         default by any Obligor other than the Parent provided that the Agent
         shall not be liable to any Obligor if it fails to give such notice and
         provided that any failure by the Agent to give such notice shall not
         prejudice, in any way, the rights of each Finance Party under the
         Finance Documents including, without limitation, the Agent's right to
         deliver a notice under Clause 18.12 (Acceleration).

19.      THE AGENT AND THE ARRANGER

19.1     APPOINTMENT AND DUTIES OF THE AGENT

         Each Finance Party (other than the Agent) irrevocably appoints the
         Agent to act as its agent under and in connection with the Finance
         Documents, and irrevocably authorises the Agent on its behalf to
         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. The Agent shall have only those duties which are
         expressly specified in this Agreement. Those duties are solely of a
         mechanical and administrative nature.

19.2     ROLE OF THE ARRANGER

         Except as otherwise provided in this Agreement, the Arranger has no
         obligations of any kind to any other Party under or in connection with
         any Finance Document.

19.3     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.

19.4     MAJORITY BANKS' DIRECTIONS

         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.

19.5     DELEGATION

         The Agent may act under the Finance Documents through its personnel and
         agents.
<PAGE>

19.6     RESPONSIBILITY FOR DOCUMENTATION

         Neither the Agent nor the Arranger is responsible to any other Party
         for:

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

         (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.

19.7     DEFAULT

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

19.8     EXONERATION

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

19.9     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
<PAGE>

         (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).

19.10    CREDIT APPROVAL AND APPRAISAL

         Without affecting the responsibility of any Obligor 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 each Obligor 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 Arranger in connection with
                  any Finance Document; and

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

19.11    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 Clauses 4 (Conditions Precedent), 26.4
         (Additional Borrowers) or 26.5 (Additional Guarantors) 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 any Obligor or any related entity of
                  any Obligor whether coming into its possession or that of any
                  of its related entities before, on or after the date of this
                  Agreement; or

         (ii)     unless specifically requested to do so by a Bank in accordance
                  with this Agreement, to request any certificates or other
                  documents from any Obligor.

19.12    THE AGENT AND THE ARRANGER INDIVIDUALLY

(a)      If it is also a Bank, each of the Agent and the 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 the
         Arranger.

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

         (i)      carry on any business with an Obligor or its related entities;
<PAGE>

         (ii)     act as agent or trustee for, or in relation to any financing
                  involving, an Obligor 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.

19.13    INDEMNITIES

(a)      Without limiting the liability of any Obligor under the Finance
         Documents, each Bank shall forthwith on demand indemnify the Agent for
         its 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
         negligence or wilful misconduct.

(b)      A Bank's proportion of the liability or loss set out in paragraph (a)
         above is the proportion which the Original Sterling Amount of its
         Advance(s) bears to the Original Sterling Amount of all Advances
         outstanding on the date of the demand. If, however, no Advances are
         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.

(c)      The Parent shall forthwith on demand reimburse each Bank for any
         payment made by it under paragraph (a) above.

19.14    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 any Obligor 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.

19.15    RESIGNATION OF AGENT

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

(c)      The resignation of the retiring Agent and the appointment of any
         successor Agent will both become effective only upon the successor
<PAGE>

         Agent notifying all the Parties that it accepts the appointment and
         provided the successor Agent has, if required under paragraph (a)
         above, been approved by the Parent. On giving the notification and
         receiving such approval, the successor Agent will succeed to the
         position of the retiring 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 19 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.

19.16    BANKS

         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 notice from the Bank to the contrary by not less than five
         Business Days prior to the relevant payment.

19.17    CHINESE WALL

         In acting as Agent or Arranger, the agency and syndications division of
         each of the Agent and the Arranger shall be treated as a separate
         entity from its other divisions and departments. Any information
         acquired at any time by the Agent or the Arranger otherwise than in the
         capacity of Agent or Arranger through its agency and syndications
         division (whether as financial advisor to any member of the Group or
         otherwise) may be treated as confidential by the Agent or Arranger and
         shall not be deemed to be information possessed by the Agent or
         Arranger in their capacity as such. Each Finance Party acknowledges
         that the Agent and the Arranger may, now or in the future, be in
         possession of, or provided with, information relating to the Obligors
         which has not or will not be provided to the other Finance Parties.
         Each Finance Party agrees that, except as expressly provided in this
         Agreement, neither the Agent nor the Arranger will be under any
         obligation to provide, or under any liability for failure to provide,
         any such information.

20.      FEES

20.1     COMMITMENT FEE

(a)      The Parent shall pay to the Agent for distribution to each Bank pro
         rata to the proportion its Commitment bears to the Total Commitments
         from time to time a commitment fee at the rate of:

         (i)      0.040 per cent. per annum from the Effective Date in relation
                  to Tranche A; and

         (ii)     in relation to Tranche B, 0.075 per cent. per annum from the
                  Effective Date until the third Anniversary and 0.080 per cent.
                  per annum thereafter,

         on, in each case, any undrawn, uncancelled amount of the Tranche A
         Total Commitments or the Tranche B Total Commitments, as the case may
         be, on each day.
<PAGE>


(b)      The commitment fee is calculated and accrues on a daily basis from the
         Effective Date and is payable quarterly in arrear with the first
         payment due three months after the Effective Date. Accrued commitment
         fee is also payable to the Agent for the relevant Bank(s) on the
         cancelled amount of its Tranche A Commitment or, as the case may be,
         Tranche B Commitment at the time the cancellation takes effect.

20.2     AGENT'S FEE

         The Parent shall pay to the Agent for its own account an agency fee in
         the amounts and on the dates agreed in the relevant Fee Letter.

20.3     PARTICIPATION FEE

         The Parent shall pay to the Arranger a participation fee and to The
         Chase Manhattan Bank an up-front fee, in each case in the amount and on
         the dates specified in the relevant Fee Letter.

20.4     MANAGEMENT FEE

         The Parent shall pay to the Arranger a management fee in amount and on
         the dates set out in the relevant Fee Letter.

20.5     UTILISATION FEE

(a)      The Parent shall pay to the Agent for distribution to each Bank pro
         rata to the proportion its outstanding Tranche B Advances bears to the
         aggregate outstanding Tranche B Advances on each day a utilisation fee
         at the rate of 0.025 per cent. per annum on the aggregate outstanding
         Tranche B Advances on that day provided that the fee will only accrue
         on any day on which the aggregate outstanding Tranche B Advances on
         such day exceeds 50 per cent. of the Tranche B Total Commitments as at
         that day.

(b)      Utilisation fee is calculated and accrues on a daily basis and is
         payable quarterly in arrear with the first such payment due three
         months after the Effective Date. Accrued utilisation fee is also
         payable to the Agent for the relevant Banks on the Tranche B Final
         Maturity Date.

20.6     VAT

         Any fee referred to in this Clause 20 is exclusive of any United
         Kingdom value added tax. If any value added tax is so chargeable, it
         shall be paid by the Original Borrower at the same time as it pays the
         relevant fee.

21.      EXPENSES

21.1     INITIAL AND SPECIAL COSTS

         The Parent shall forthwith on demand pay the Agent and the Arranger the
         amount of all out-of-pocket costs and expenses (including legal fees)
         reasonably incurred by either of them in connection with:

         (a)      the arranging, underwriting and primary syndication of the 
                  Facilities;
<PAGE>

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

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

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

         (c)      any amendment, waiver, consent or suspension of rights (or any
                  proposal for any of the foregoing) requested by or on behalf
                  of an Obligor and relating to a Finance Document or a document
                  referred to in any Finance Document; and

         (d)      any other matter, not of an ordinary administrative nature,
                  arising out of or in connection with a Finance Document.

21.2     ENFORCEMENT COSTS

         The Parent shall forthwith on demand pay to each Finance Party the
         amount of all costs and expenses (including legal fees) incurred by it:

         (a)      in connection with the enforcement of, or the preservation of
                  any rights under, any Finance Document; or

         (b)      in investigating any possible Default or Mandatory Prepayment
                  Event.

22.      STAMP DUTIES

         The Parent shall pay and forthwith on demand indemnify each Finance
         Party against any liability it incurs in respect of any stamp,
         registration and similar tax which is or becomes payable in connection
         with the entry into, performance or enforcement of any Finance Document
         other than a Novation Certificate.

23.      INDEMNITIES

23.1     CURRENCY INDEMNITY

(a)      If a Finance Party receives an amount in respect of an Obligor'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)      that Obligor 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 Obligor concerned shall forthwith on
                  demand pay to that Finance Party an amount in the contractual
                  currency equal to the deficit; and

         (iii)    the Obligor shall pay to the Finance Party concerned on demand
                  any exchange costs and taxes payable in connection with any
                  such conversion.
<PAGE>

(b)      Each Obligor 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.

23.2     OTHER INDEMNITIES

         The Parent shall forthwith on demand indemnify each Finance Party
         against any loss or liability which that Finance Party incurs as a
         consequence of:

         (a)      the occurrence of any Event of Default or Mandatory Prepayment
                  Event;

         (b)      the operation of Clauses 18.12 (Acceleration),  7.4 (Mandatory
                  Prepayment Events) or Clause 29 (Pro Rata Sharing);

         (c)      any payment of principal or an overdue amount being received
                  from any source otherwise than, in the case of Tranche A
                  Advances, and Tranche B Advances, on its Maturity Date (and,
                  for the purposes of this paragraph (c), the Maturity Date of
                  an overdue amount is the last day of each Designated Term (as
                  defined in Clause 8.3 (Default interest)));

         (d)      the occurrence of a change described in, and the operation of
                  Clause 11.4 (Change in circumstances) in relation to, an
                  Optional Currency; or

         (e)      (other than by reason of negligence or default by a Finance
                  Party) an Advance not being disbursed after a Borrower has
                  delivered a Request for that Advance.

         The Parent'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 Advance.

24.      EVIDENCE AND CALCULATIONS

24.1     ACCOUNTS

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

24.2     CERTIFICATES AND DETERMINATIONS

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

24.3     CALCULATIONS

         Interest (and any MLA Cost) and the fees payable under Clause 20.1
         (Commitment fee) and Clause 20.5 (Utilisation 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, or, in the case of interest payable on
         an amount denominated in a currency other than Sterling (including any
         applicable Reserve Asset Cost other than any MLA Cost), 360 days.
<PAGE>

25.      AMENDMENTS AND WAIVERS

25.1     PROCEDURE

(a)      Subject to Clause 25.2 (Exceptions), any provision of the Finance
         Documents may be amended or waived with the agreement of the Parent,
         the Majority Banks and the Agent. The Agent may effect, on behalf of
         the Majority Banks, an amendment or waiver to which they have agreed.

(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.

25.2     EXCEPTIONS

         An amendment or waiver which relates to:

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

         (b)      an extension of the date for, or a decrease in an amount or a
                  change in the currency of, any payment under the Finance
                  Documents; or

         (c)      an increase in a Bank's Commitment; or

         (d)      a change in the guarantee under Clause 14 (Guarantee)
                  otherwise than in accordance with Clause 26.5 (Additional
                  Guarantors) or Clause 14.9 (Removal of Guarantors); or

         (e)      a term of a Finance Document which expressly requires the
                  consent of each Bank; or

         (f)      Clause 29 (Pro Rata Sharing) or this Clause 25 (Amendments and
                  Waivers),

         may not be effected without the consent of each Bank.

25.3     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.

26.      CHANGES TO THE PARTIES

26.1     TRANSFERS BY OBLIGORS

         No Obligor may assign, transfer, novate or dispose of any of, or any
         interest in, its rights and/or obligations under this Agreement.
<PAGE>

26.2     TRANSFERS BY BANKS

(a)      A Bank (the "EXISTING BANK") may at any time assign, transfer or novate
         any of its rights and/or obligations under this Agreement to another
         bank or financial institution (the "NEW BANK") with the prior consent
         of the Parent unless:

         (i)      the New Bank is another Bank or an Affiliate of a Bank; or

         (ii)     a Default is outstanding,

         in which case no such consent is required. The prior written consent of
         the Parent must not be unreasonably withheld or delayed and will be
         deemed to be given if, within 14 days of receipt by the Parent of an
         application for consent, it has not been expressly refused.

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

         (i)      the obligations are novated in accordance with Clause 26.3 
                  (Procedure for novations); or

         (ii)     the New Bank confirms to the Agent and the Parent that it
                  undertakes to be bound by the terms of this Agreement as a
                  Bank in form and substance satisfactory to the Agent and the
                  Parent. 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.

(c)      Nothing in this Agreement restricts the ability of a Bank to
         sub-contract an obligation if that Bank remains liable under this
         Agreement for that obligation.

(d)      On each occasion an Existing Bank assigns, transfers or novates any of
         its rights and/or obligations under this Agreement after the end of the
         Syndication Period (other than to an Affiliate), 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 (pound)1,000.

(e)      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; or

         (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.

(f)      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 each Obligor 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
<PAGE>

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

(g)      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 any Obligor of its obligations under this
                  Agreement or otherwise.

(h)      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 it under this
         Agreement and its Commitment has been cancelled or reduced to nil.

26.3     PROCEDURE FOR NOVATIONS

(a)      A novation is effected if:

         (i)      the Existing Bank and the New Bank deliver to the Agent a duly
                  completed certificate (a "NOVATION CERTIFICATE"),
                  substantially in the form of Part I of Schedule 5 or such
                  other form as the Agent may require or approve (which may be
                  delivered by fax and confirmed by delivery of a hard copy
                  original but the fax will be effective irrespective of whether
                  confirmation is received); and

         (ii)     the Agent executes it.

(b)      Each Party (other than the Existing Bank and the New Bank) irrevocably
         authorises 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.
<PAGE>

26.4     ADDITIONAL BORROWERS

(a)      If the Parent wishes one of its wholly-owned Subsidiaries to become an
         Additional Borrower, then it may (if all the Banks have approved the
         identity of the Additional Borrower in writing) deliver to the Agent
         the documents listed in Part II of Schedule 2 in each case in form and
         substance satisfactory to the Agent.

(b)      On delivery of a Borrower Accession Agreement, executed by the relevant
         Subsidiary and the Parent, the Subsidiary concerned will become an
         Additional Borrower. However, it may not submit a Request until the
         Agent confirms to the other Finance Parties and the Parent that it has
         received all the documents referred to in paragraph (a) above in form
         and substance satisfactory to it.

(c)      Delivery of a Borrower Accession Agreement, executed by the relevant
         Subsidiary and the Parent, constitutes confirmation by that Subsidiary
         and the Parent that the representations and warranties set out in
         Clause 15.13(b) (Representations and Warranties) to be made by them on
         the date of the Borrower Accession Agreement are correct, as if made by
         them with reference to the facts and circumstances then existing.

26.5     ADDITIONAL GUARANTORS

(a)       (i)     Subject to paragraph (b) below, a Subsidiary of the Parent
                  (or a new holding company of the Parent in relation to an
                  Approved Scheme) may become an Additional Guarantor by
                  delivering to the Agent a Guarantor Accession Agreement, duly
                  executed by that company.

         (ii)     Upon execution and delivery of a Guarantor Accession
                  Agreement, the relevant company will become an Additional
                  Guarantor even if the Guarantor Accession Agreement is amended
                  or the liability of the proposed Additional Guarantor is
                  limited or qualified provided the Agent is satisfied (acting
                  on the advice of the legal advisers giving the opinion
                  referred to in sub-paragraph (iii) below) that the limit or
                  qualification arises by reason of a legal limitation on the
                  ability of that Additional Guarantor to enter into, or its
                  directors' ability to authorise the giving of, that guarantee.

         (iii)    The Parent shall procure that, at the same time as a Guarantor
                  Accession Agreement is delivered to the Agent, there is also
                  delivered to the Agent all those other documents listed in
                  Part III of Schedule 2, in each case in form and substance
                  satisfactory to the Agent.

(b)      The execution of a Guarantor Accession Agreement constitutes
         confirmation by the Additional Guarantor concerned that the
         representations and warranties set out in Clause 15.13(b)
         (Representations and Warranties) to be made by it on the date of the
         Guarantor Accession Agreement are correct, as if made with reference to
         the facts and circumstances then existing.

26.6     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
<PAGE>

         consultation with the Parent) appoint another Bank or an Affiliate of a
         Bank which is not a Reference Bank to replace that Reference Bank.

26.7     REGISTER

         The Agent shall keep a register of all the Parties (including in the
         case of Banks the details of their Facility Office notified to the
         Agent from time to time) and shall supply any other Party (at that
         Party's expense) with a copy of the register on request.

27.      DISCLOSURE OF INFORMATION

         A Bank may disclose to one of its Affiliates or any person with whom it
         is proposing to enter, or has entered into, any kind of transfer,
         participation or other agreement in relation to this Agreement:

         (a)      a copy of any Finance Document; and

         (b)      any information which that Bank has acquired under or in
                  connection with any Finance Document,

         provided that a Bank shall not disclose any such information to a
         person other than one of its Affiliates unless that person has provided
         to that Bank a confidentiality undertaking addressed to that Bank and
         the Parent substantially in the form of Schedule 7 or such other form
         as the Parent may approve.

28.      SET-OFF

         After a Default which is continuing, a Finance Party may set off any
         matured obligation owed by an Obligor under this Agreement (to the
         extent beneficially owned by that Finance Party) against any obligation
         (whether or not matured) owed by that Finance Party to that Obligor,
         regardless of the place of payment, booking branch or currency of
         either obligation. If the obligations are in different currencies, the
         Finance Party may convert either obligation at a market rate of
         exchange in its usual course of business for the purpose of the
         set-off. If either obligation is unliquidated or unascertained, the
         Finance Party may set off in an amount estimated by it in good faith to
         be the amount of that obligation.

29.      PRO RATA SHARING

29.1     REDISTRIBUTION

         If any amount owing by an Obligor under this Agreement 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 9 (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 9 (Payments);
<PAGE>

         (c)      subject to Clause 29.3 (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 Obligor concerned under Clause 9 (Payments) and
                  shall pay the redistribution to the Finance Parties (other
                  than the recovering Finance Party) in accordance with Clause
                  9.7 (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 that Obligor will owe the
                  recovering Finance Party a debt which is equal to the
                  redistribution, immediately payable and of the type originally
                  discharged.

29.2     REVERSAL OF REDISTRIBUTION

         If under Clause 29.1 (Redistribution):

         (a)      a recovering Finance Party must subsequently return a 
                  recovery, or an amount measured by reference to a recovery, 
                  to an Obligor; 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. Thereupon the subrogation in Clause 29.1(e)
         (Redistribution) will operate in reverse to the extent of the
         reimbursement.

29.3     EXCEPTION

         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
         Obligor concerned in the amount of the redistribution pursuant to
         Clause 29.1(e) (Redistribution).

30.      SEVERABILITY

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

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

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

31.      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.
<PAGE>

32.      NOTICES

32.1     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.

         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.
         Facsimile Requests are to be confirmed by the relevant Borrower in
         writing (but may be relied upon by the Agent and the Banks irrespective
         of receipt of such confirmation).

32.2     ADDRESSES FOR NOTICES

(a)      The address and facsimile number of each Party (other than the Agent,
         the Original Borrower and the Parent) for all notices under or in
         connection with this Agreement are:

         (i)      that 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 and facsimile numbers of the Agent are:

         Chase Manhattan International Limited
         Trinity Tower
         9 Thomas More Street
         London E1 9YT

         Attention:        Loans Agency Department

         Facsimile:        0171-777 2360

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

(c)      The addresses and facsimile numbers of the Parent and the Original
         Borrower are:

         85 Fleet Street
         London EC4P 4AJ

         Attention:        Group Treasurer
         Facsimile:        0171 542 5404

         or such other as the Parent may notify to the other Parties by not less
         than five Business Days' notice.
<PAGE>


(d)      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.

33.      LANGUAGE

(a)      Any notice given under or in connection with any Finance Document shall
         be in English.

(b)      All other documents provided under or in connection with any Finance
         Document shall be:

         (i)      in English; or

         (ii)     if not in English, accompanied by a certified English
                  translation and, in this case, the English translation shall
                  prevail unless the document is a statutory or other official
                  document.

34.      JURISDICTION

34.1     SUBMISSION

         For the benefit of each Finance Party, each Obligor agrees that the
         courts of England have jurisdiction to settle any disputes in
         connection with any Finance Document and accordingly submits to the
         jurisdiction of the English courts.

34.2     SERVICE OF PROCESS

         Without prejudice to any other mode of service, each Obligor (other
         than an Obligor incorporated in England and Wales):

         (a)      irrevocably appoints the Parent as its agent for service of
                  process relating to any proceedings before the English courts
                  in connection with any Finance Document;

         (b)      agrees that failure by a process agent to notify the Obligor
                  of the process will not invalidate the proceedings concerned;
                  and

         (c)      consents to the service of process relating to any such
                  proceedings by prepaid posting of a copy of the process to its
                  address for the time being applying under Clause 32.2
                  (Addresses for notices).

34.3     FORUM CONVENIENCE AND ENFORCEMENT ABROAD

         Each Obligor:

         (a)      waives objection to the English courts on grounds of
                  inconvenient forum or otherwise as regards proceedings in
                  connection with a Finance Document; and

         (b)      agrees that a judgment or order of an English court in
                  connection with a Finance Document is conclusive and binding
                  on it and may be enforced against it in the courts of any
                  other jurisdiction.
<PAGE>

34.4     NON-EXCLUSIVITY

         Nothing in this Clause 34 limits the right of a Finance Party to bring
         proceedings against an Obligor in connection with any Finance Document:

         (a)      in any other court of competent jurisdiction; or

         (b)      concurrently in more than one jurisdiction.

35.      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.


<PAGE>


                                   SCHEDULE 1

                              BANKS AND COMMITMENTS
<TABLE>
<CAPTION>

                                                            COLUMN 1                        COLUMN 2
                      BANK                            TRANCHE A COMMITMENTS           TRANCHE B COMMITMENTS
                                                            (POUND)                           (POUND)
<S>                                                    <C>                               <C>        
The Chase Manhattan Bank                                   1,000,000,000                     500,000,000

                                                           ================                ===============           
                                     Total                 1,000,000,000                     500,000,000

                                                           ================                ===============

</TABLE>


<PAGE>


                                   SCHEDULE 2

                         CONDITIONS PRECEDENT DOCUMENTS

                                     PART I

                    TO BE DELIVERED BEFORE THE FIRST ADVANCE


1.       ALL OBLIGORS

         A copy of the memorandum and articles of association and certificate of
         incorporation (or equivalent constituent documents) of each Obligor.

2.       PARENT

(a)      A copy of a resolution of the board of directors of the Parent:

         (i)      approving the terms of, and the transactions contemplated by,
                  the Finance Documents and resolving that it execute and, where
                  applicable, deliver the Finance Documents to which it is a
                  party;

         (ii)     authorising a specified person or persons to execute and,
                  where applicable, deliver the Finance Documents to which it is
                  a party on its behalf; and

         (iii)    authorising a specified person or persons, on its behalf, to
                  sign and/or despatch all documents and notices (including
                  Requests) to be signed and/or despatched by it under or in
                  connection with the Finance Documents;

(b)      a specimen of the signature of each person authorised by the resolution
         referred to in paragraph (a) above;

(c)      a certificate of a director of the Parent confirming that the borrowing
         of the Total Commitments in full would not cause any borrowing limit
         binding on any Obligor to be exceeded; and

(d)      a certificate of an Authorised Signatory of the Parent certifying that
         each copy document specified in Part I of this Schedule 2 is correct,
         complete and in full force and effect as at a date no earlier than the
         Signing Date.

3.       ORIGINAL BORROWER

(a)      A copy of a resolution of the board of directors of the Original
         Borrower:

         (i)      approving the terms of, and the transactions contemplated by,
                  the Finance Documents and resolving that it execute and, where
                  applicable, deliver the Finance Documents to which it is a
                  party;

         (ii)     authorising a specified person or persons to execute and,
                  where applicable, deliver the Finance Documents to which it is
                  a party on its behalf; and
<PAGE>

         (iii)    authorising a specified person or persons, on its behalf, to
                  sign and/or despatch all other documents and notices
                  (including Requests) to be signed and/or despatched by it
                  under or in connection with the Finance Documents; and

(b)      a specimen of the signature of each person authorised by the
         resolutions referred to in paragraph (a) above.

4.       SCHEME OF ARRANGEMENT DOCUMENTS

         A press release in final form in form and substance satisfactory to the
         Agent relating to the Scheme of Arrangement (the "PRESS RELEASE").

5.       COMPLETION OF THE SCHEME OF ARRANGEMENT

(a)      A certificate from a director of the Parent addressed to the Agent on
         behalf of the Finance Parties certifying that:

         (i)      the Scheme of Arrangement has been effected substantially in 
                  accordance  with the terms of the Press Release;

         (ii)     the Effective Date has occurred and confirming such date; and

         (iii)    the shares of the Parent have been admitted to the Official
                  List of the London Stock Exchange,

         and attaching certified copies of the Court Order and the Certificate
         of Registration issued by the Registrar of Companies of the Court
         Order.

(b)      Copies of irrevocable notices given to cancel all existing bilateral
         loan agreements between any Bank and Reuters Holdings Plc or its
         Subsidiaries.

6.       LEGAL OPINION

         A legal opinion of Allen & Overy in relation to English law.


<PAGE>


                                     PART II

                    TO BE DELIVERED BY AN ADDITIONAL BORROWER


1. A Borrower Accession Agreement, duly executed by the Additional Borrower and
   the Parent.

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

3. A copy of a resolution of the board of directors of the Additional Borrower:

         (a)      approving the terms of, and the transactions contemplated by,
                  the Borrower Accession Agreement and resolving that it execute
                  the Borrower Accession Agreement;

         (b)      authorising a specified person or persons to execute the
                  Borrower Accession Agreement on its behalf; and

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

4.       A copy of any other authorisation or other document, opinion or
         assurance which the Agent considers to be necessary or desirable in
         connection with the entry into and performance of, and the transactions
         contemplated by, the Borrower Accession Agreement or for the validity
         and enforceability of any Finance Document.

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

6.       A copy of the latest audited accounts of the Additional Borrower (if 
         any).

7.       A legal opinion of Allen & Overy, legal advisers to the Agent and, if
         applicable, other lawyers approved by the Agent in the place of
         incorporation of the Additional Borrower, addressed to the Finance
         Parties.

8.       A certificate of an Authorised Signatory of the Additional Borrower
         certifying that each copy document specified in Part II of this
         Schedule 2 is correct, complete and in full force and effect as at a
         date no earlier than the date of the Borrower Accession Agreement.

9.       A certificate of a director of the Additional Borrower certifying that
         the borrowing of the Total Commitments in full would not cause any
         borrowing limit binding on it to be exceeded.

<PAGE>


                                    PART III

                   TO BE DELIVERED BY AN ADDITIONAL GUARANTOR

1. A Guarantor Accession Agreement, duly executed as a deed by the Additional
   Guarantor.

2. A copy of the memorandum and articles of association and certificate of
   incorporation (or other equivalent constitutional documents) of the
   Additional Guarantor.

3. A copy of a resolution of the board of directors of the Additional Guarantor:

         (a)      approving the terms of, and the transactions contemplated by,
                  the Guarantor Accession Agreement and resolving that it
                  execute the Guarantor Accession Agreement as a deed;

         (b)      authorising a specified person or persons to execute and
                  deliver the Guarantor Accession Agreement as a deed; and

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

4.       If the lawyers referred to in paragraph 10 below so advise, a copy of a
         resolution, signed by all the holders of the issued or allotted shares
         in the Additional Guarantor, approving the terms of, and the
         transactions contemplated by, the Guarantor Accession Agreement.

5.       A copy of a resolution of the Board of Directors of each corporate
         shareholder in the Additional Guarantor:

         (a) approving the terms of the resolution referred to in paragraph 4 
             above; and

         (b) authorising a specified person or persons to sign the resolution on
             its behalf.

6.       A certificate of a director of the Additional Guarantor certifying that
         the borrowing of the Total Commitments in full would not cause any
         borrowing limit binding on it to be exceeded.

7.       A copy of any other authorisation or other document, opinion or
         assurance which the Agent considers to be necessary or desirable in
         connection with the entry into and performance of, and the transactions
         contemplated by, the Guarantor Accession Agreement or for the validity
         and enforceability of any Finance Document.

8.       A specimen of the signature of each person  authorised by the
         resolutions  referred to in paragraphs 3 and 5 above.

9.       A copy of the latest audited accounts of the Additional Guarantor.

10.      A legal opinion of Allen & Overy, legal advisers to the Agent, and, if
         applicable, other lawyers approved by the Agent in the place of
         incorporation of the Additional Guarantor addressed to the Finance
         Parties.
<PAGE>

11.      A certificate of an Authorised Signatory of the Additional Guarantor
         certifying that each copy document specified in Part III of this
         Schedule 2 is correct, complete and in full force and effect as at a
         date no earlier than the date of the Guarantor Accession Agreement.


<PAGE>


                                   SCHEDULE 3

                           CALCULATION OF THE MLA COST



(a)      The MLA Cost for an Advance denominated in Sterling is calculated in
         accordance with the following formula:

         BY   + L(Y-X) + S(Y-Z) % per annum = MLA Cost 100-(B + S)

         where on the day of application of the formula:

         B        is the percentage of the Agent's eligible liabilities which
                  the Bank of England requires the Agent 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
                  Agent to leading banks in the London interbank market at or
                  about 11.00 a.m. on that day for the relevant period;

         L        is the percentage of eligible liabilities which the Bank of
                  England requires the Agent to maintain as secured money with
                  members of the London Discount Market Association and/or as
                  secured call money with certain money brokers and gilt-edged
                  primary market makers;

         X        is the rate at which secured Sterling deposits in the relevant
                  amount may be placed by the Agent with members of the London
                  Discount Market Association and/or as secured call money with
                  certain money brokers and gilt-edged primary market makers at
                  or about 11.00 a.m. on that day for the relevant period;

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

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

(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;

         (ii)     "RELEVANT PERIOD" in relation to an Advance, means:

                  (A)      if its Term is three months or less, its Term; or

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

(c)      In the application of the formula, B, Y, L, X, 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.
<PAGE>

(d)       (i)     The formula is applied on the first day of each relevant
                  period comprised in the Term of the relevant Advance.

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

(e)      If the Agent determines that a change in circumstances has rendered, or
         will render, the formula inappropriate, the Agent (after consultation
         with the Reference Banks) shall notify the Parent of the manner in
         which the MLA Cost will subsequently be calculated. The manner of
         calculation so notified by the Agent shall, in the absence of manifest
         error, be binding on all the Parties.

<PAGE>




                                   SCHEDULE 4

                                 FORM OF REQUEST

To:      Chase Manhattan International Limited as Agent

From:    [BORROWER]
                                                          Date: [     ]

     REUTERS GROUP LIMITED - (POUND)1,500,000,000 SYNDICATED CREDIT FACILITY
                            DATED 4TH DECEMBER, 1997

1. We wish to utilise Tranche A* and/or*/Tranche B* by way of Advance(s)* as
follows:

     (a)   Utilisation Date:                         Tranche A:     [        ]*
                                                     Tranche B:     [        ]*

     (b)   Requested Amount (including currency):    Tranche A:     [        ]*
                                                     Tranche B:     [        ]*

     (c)   Term:                                     Tranche A:     [        ]*
                                                     Tranche B:     [        ]*

     (d)   Payment Instructions:                     Tranche A:     [        ]*
                                                     Tranche B:     [        ]*

2.       We confirm that each condition specified in Clause 4.2 (Further
         conditions precedent) is satisfied on the date of this Request and this
         Advance would not cause any borrowing limit binding on us to be
         exceeded.



By:

[BORROWER]
Authorised Signatory


---------------------
*    Delete as appropriate.

<PAGE>


                                   SCHEDULE 5

                          FORMS OF ACCESSION DOCUMENTS

                                     PART I

                              NOVATION CERTIFICATE

To:      Chase Manhattan International Limited as Agent

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


 REUTERS GROUP LIMITED - (POUND)1,500,000,000 SYNDICATED CREDIT AGREEMENT DATED
                               4TH DECEMBER, 1997

We refer to Clause 26.3 (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 rights
         and obligations referred to in the Schedule in accordance with Clause
         26.3 (Procedure for novations).

2.       The specified date for the purposes of Clause 26.3(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 32.2 (Addresses for notices) are set out in the
         Schedule.

4.       This Novation Certificate is governed by English law.



<PAGE>



                                  THE SCHEDULE

                      RIGHTS AND OBLIGATIONS TO BE NOVATED

[Details of the rights and obligations of the Existing Bank to be novated].

[NEW BANK]           
[Facility Office                Address for notices]
[Existing Bank]                 [New Bank]                [               ]
By:                             By:                       By:
Date:                           Date:                     Date:




<PAGE>


                                     PART II

                          BORROWER ACCESSION AGREEMENT



To:      Chase Manhattan International Limited as Agent

From:    [PROPOSED BORROWER] and Reuters Group Limited

                                                                 [Date]

  REUTERS GROUP LIMITED - (POUND)1,500,000,000 SYNDICATED CREDIT FACILITY DATED
                   4TH DECEMBER, 1997 (THE "CREDIT AGREEMENT")

We refer to Clause 26.4 (Additional Borrowers).

[Name of company] of [Registered Office] (Registered no. [ ]) (the "PROPOSED
BORROWER") agrees to become an Additional Borrower and to be bound by the terms
of the Credit Agreement as an Additional Borrower in accordance with Clause 26.4
(Additional Borrowers).

The address for notices of the Proposed Borrower for the purposes of Clause 32.2
(Addresses for notices) is:

[                      ]


This Agreement is governed by English law.

By:

[PROPOSED BORROWER]
Authorised Signatory

By:

REUTERS GROUP LIMITED
Authorised Signatory


<PAGE>


                                    PART III

                          GUARANTOR ACCESSION AGREEMENT

To:      Chase Manhattan International Limited as Agent

From:    [PROPOSED GUARANTOR]

                                                           Date: [     ]

  REUTERS GROUP LIMITED - (POUND)1,500,000,000 SYNDICATED CREDIT FACILITY DATED
                   4TH DECEMBER, 1997 (THE "CREDIT AGREEMENT")


We refer to Clause 26.5 (Additional Guarantors).

We, [name of company] of [Registered Office] (Registered no. [       ]) agree to
become an Additional Guarantor and to be bound by the terms of the Credit
Agreement as an Additional Guarantor in accordance with Clause 26.5 (Additional
Guarantors).

Our address for notices for the purposes of Clause 32.2 (Addresses for notices)
is:

[

                                           ]

This Deed is governed by English law.



Executed as a deed by                      )                  Director
[PROPOSED GUARANTOR]                       )
acting by                                  )                  Director/Secretary
and                                        )



<PAGE>


                                     PART IV

                       FORM OF BORROWER NOVATION AGREEMENT

A NOVATION AGREEMENT dated [                              ]

BETWEEN:

(1)      [                          ] (the "EXISTING BORROWER");

(2)      [                          ] (the "SUBSTITUTE BORROWER");

(3)      REUTERS GROUP LIMITED on behalf of itself, each other Borrower and each
         other Guarantor (as both such capitalised terms are defined in the
         Credit Agreement referred to below) (the "PARENT"); and

(4)      CHASE MANHATTAN INTERNATIONAL LIMITED as agent (the "AGENT") on behalf
         of itself and the Banks (as defined in the Credit Agreement referred to
         below),

and is supplemental to the Syndicated Credit Agreement dated 4th December, 1997
and made between Reuters Group Limited, Reuters Investments, the financial
institutions listed in Schedule 1 thereto, Chase Manhattan plc and the Agent
(the "CREDIT AGREEMENT").

IT IS AGREED:

1.       NOVATION

         In consideration of a payment made by the Existing Borrower to the
         Substitute Borrower and the release of the Existing Borrower from its
         obligations and liabilities (actual or contingent) specified in the
         Schedule hereto under the Credit Agreement and with effect on and from
         [    ] (the "EFFECTIVE DATE") the Substitute Borrower hereby undertakes
         to observe and perform all the obligations and liabilities (actual or
         contingent) of the Existing Borrower under the Credit Agreement in
         respect of the Advances specified in the Schedule (including any such
         obligations or liabilities as may have accrued or become due in respect
         thereof prior to the Effective Date).

2.       INTEGRATION

         This Novation Agreement shall be read as one with the Credit Agreement
         so that any reference therein to "this Agreement", "hereunder" and
         similar shall include and be deemed to include this Novation Agreement.

3.       CONTINUING LIABILITY

         The Parent on behalf of itself and each other Guarantor acknowledges
         and confirms that the Guarantors' obligations under Clause 14 of the
         Credit Agreement apply to the obligations and liabilities assumed by
         the Substitute Borrower hereunder.

<PAGE>

                                    SCHEDULE

         [


                                                                             ]

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



         .........................................
         For and on behalf of
         [The Existing Borrower]

         .........................................
         For and on behalf of
         [The Substitute Borrower]

         .........................................
         For and on behalf of each
         Guarantor, each Borrower and the
         Parent

         .........................................
         For and on behalf of each
         Bank and the Agent






<PAGE>


                                   SCHEDULE 6

                         FORM OF COMPLIANCE CERTIFICATE

To:      Chase Manhattan International Limited

From:    Reuters Group Limited
                                                                    [date] 1997

  REUTERS GROUP LIMITED - (POUND)1,500,000,000 SYNDICATED CREDIT FACILITY DATED
                   4TH DECEMBER, 1997 (THE "CREDIT AGREEMENT")

1.       Terms defined in the Credit Agreement have the same meaning in this
         Certificate.

2.       We hereby certify that based on the annual consolidated financial
         statements of the Group for the financial year ended [      ] (the 
         "TESTING DATE"):

         (a)      in respect of the financial year ending on the Testing Date,
                  Consolidated Profits before Interest and Taxes was [     ] and
                  Consolidated Net Finance Charges was [    ] and accordingly
                  the ratio of Consolidated Profits before Interest and Taxes to
                  Consolidated Net Finance Charges for that financial year was
                  [      ]; and

         [(b)     the Material Subsidiaries were:

                  [                                  ]].

3.       The information in this certificate is based on information which has
         been properly extracted from the audited consolidated accounts of
         Reuters Group Limited for the year ended [ ], is clerically accurate
         and has been calculated in accordance with the Credit Agreement.






[Officer]                                      [Officer]
---------------------------                   --------------------------
         
for and on behalf of                           for and on behalf of
Reuters Group Limited                          Reuters Group Limited






<PAGE>



                                   SCHEDULE 7

                       FORM OF CONFIDENTIALITY UNDERTAKING


To:      [Bank]
         Reuters Group Limited



Dear Sirs

We refer to the (pound)1,500,000,000 Syndicated Credit Facility dated 4th
December, 1997 (the "CREDIT AGREEMENT") between, among others, Reuters Group
Limited and The Chase Manhattan Bank.

This is a confidentiality undertaking referred to in Clause 27 (Disclosure of
Information) of the Credit Agreement. A term defined in the Credit Agreement has
the same meaning in this undertaking.

We are considering entering into contractual relations with [insert name of
Bank] (the "BANK") and understand that it is a condition of our receiving
information about Reuters Group Limited and its related companies and any
Finance Document and/or any information under or in connection with any Finance
Document (the "Information") that we execute this undertaking.

We undertake to treat as confidential any Information and to use the Information
solely for the purposes of determining whether or not to enter into the
contractual relations and to keep any Information under secured and controlled
conditions. We will not disclose any of the Information to any third party
(other than our directors, officers, employees or outside advisors, who shall be
advised of and agree to those confidentiality obligations) without the prior
written consent of the Reuters Group Limited.

The foregoing undertakings do not apply to any Information that is publicly
available when provided or that thereafter becomes publicly available other than
through a breach by us of the above undertakings, or that is required to be
disclosed by us by judicial or administrative process in connection with any
action, suit, proceedings or claim or in order to comply with a request from any
fiscal, monetary or other authority with which we are accustomed to comply or
otherwise by applicable law. Information shall be deemed "publicly available" if
it becomes a matter of public knowledge or is contained in materials available
to the public or is obtained by us from any source other than the Bank or from
you (or its or your directors, officers, employees or outside advisors),
provided that such source has not entered into a confidentiality agreement with
you with respect to the Information.

Yours faithfully,


<PAGE>


                                   SIGNATORIES

PARENT

REUTERS GROUP LIMITED

By:      STEVEN MITCHELL


ORIGINAL BORROWER

REUTERS INVESTMENTS

By:      STEVEN MITCHELL


ARRANGER

CHASE MANHATTAN PLC

By:      NEVILLE CROW


AGENT

CHASE MANHATTAN INTERNATIONAL LIMITED

By:      NEVILLE CROW
         TIM COLLIER

BANKS

THE CHASE MANHATTAN BANK

By:      TIM COLLIER