Dated 28th October 1996




                            560,000,000 Pounds Sterling

                     TERM LOAN AND REVOLVING FACILITY AGREEMENT

                                     between

                            CE ELECTRIC UK HOLDINGS

                                   as Company

                              CE ELECTRIC UK plc

                                   as Bidco

                                 CREDIT SUISSE
                             as Arranger and Agent

                                      and


                                    OTHERS



                               Clifford Chance
                           200 Aldersgate Street
                              London EC1A 4JJ

                                   CONTENTS

Clause

PART 1

INTERPRETATION

1.	Interpretation

PART 2

THE FACILITIES

2.	The Facilities
3.	Term and Purpose of the Facilities
4.	Amount of the Facilities and Option to Utilise Overdraft Facility
5.	Conditions Precedent
6.	Rights and Obligations

PART 3

CANCELLATION AND PREPAYMENT

7.	Cancellation
8.	Prepayment

PART 4

UTILISATION PROCEDURES

9.	Utilisation Requests
10.	Amount of Utilisation
11.	Allocation Amongst Banks

PART 5

THE ADVANCES

12.	Making of Advances
13.	Interest Periods
14.	Interest
15.	Repayment

PART 6

CHANGE IN CIRCUMSTANCES

16.	Taxes
17.	Increased Costs
18.	Illegality
19.	Mitigation
20.	Market Disruption

PART 7

REPRESENTATIONS, COVENANTS AND EVENTS OF DEFAULT

21.	Representations
22.	Information
23.	Undertakings
24.	Default

PART 8

GUARANTEE

25.	Guarantee

PART 9

PAYMENTS

26.	Currency of Amount
27.	Payments
28.	Redistribution of Payments
29.	Netting of Payments and Set-Off

PART 10

DEFAULT INTEREST AND INDEMNITY

30.	Default Interest and Indemnity

PART 11

FEES, COSTS AND EXPENSES

31.	Fees
32.	Costs and Expenses

PART 12

AGENCY PROVISIONS

33.	The Agent and the Arranger

PART 13

ASSIGNMENT AND TRANSFERS

34.	Benefit of Agreement
35.	Assignments and Transfers by the Obligors
36.	Assignments and Transfers by Banks
37.	Disclosure of Information

PART 14

MISCELLANEOUS

38.	Calculations and Evidence of Net Debt
39.	Partial Invalidity
40.	Remedies, Amendments and Waivers
41.	Notices
42.	Law


THIS AGREEMENT is made on 28th October 1996.

BETWEEN:

(1)  CE ELECTRIC UK HOLDINGS an unlimited liability company 
incorporated in England and Wales with company no. 3270696 (the 
"Company");

(2)  CE ELECTRIC UK plc a limited liability company incorporated 
in England and Wales with company no. 3271033 ("Bidco");

(3)  CREDIT SUISSE in its capacity as arranger of the facilities 
(the "Arranger");

(4)  CREDIT SUISSE as agent for the banks (the "Agent"); and

(5)  CREDIT SUISSE as original lender (the "Original Lender").

NOW IT IS HEREBY AGREED as follows:

PART 1

INTERPRETATION

1.  Interpretation

1.1  In this Agreement:

"Accession Memorandum" means a memorandum in the form set out in 
the Ninth Schedule;

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

"Adjusted Share Capital and Reserves" means the aggregate of the 
following items namely:

(i)  the amount (including any share premium) of the share 
capital of the Company for the time being issued and paid up or 
credit as paid up; and

(ii)  the amounts standing to the credit of all capital and 
revenue reserve accounts and the consolidated profit and loss 
account of the Group;

but adjusted to the extent that the following items have not 
already been added, deducted or excluded in arriving at the 
figures referred to in (i) or (ii) above;

(iii)  by adding the outstanding amount of any Subordinated Debt;

(iv)  by deducting the amounts standing to the debt of all 
capital and revenue reserve accounts and the consolidated profit 
and loss account of the Group;

(v)  by deducting any amounts shown in respect of interests of 
non-Group members in Group subsidiaries;

(vi)  by adding the amount of goodwill arising upon and in 
respect of the acquisition of the Shares; and

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

but so that no amount to be added, deducted or excluded as a 
result of any of the foregoing shall be added, deducted or 
excluded more than once in the same calculation and each such 
amount shall be determined by reference to the most recent 
financial statements and compliance certificates delivered 
hereunder as adjusted pursuant to the provisions of Clause 22.9 
(Change in Basis);

"Advance" means a Revolving Advance or, as the case may be, a 
Term Advance;

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

"Associated Costs Rate" means, in respect of any period, the 
percentage rate per annum given by the formula set out in the 
Third Schedule (Associated Costs Rate);

"Authorised Signatory" means in relation to any communication to 
be made, or any document to be executed or certified by an 
Obligor, any Person;

(i) who is at such time duly authorised, by or pursuant to the 
board resolution or other authorisation mentioned in the Second 
Schedule (Conditions Precedent) or, as the case may be, the Tenth 
Schedule (Documents to Accompany Accession Memorandum) or in such 
other manner as may be acceptable to the Agent, to make such 
communication, or to execute or certify such document, on behalf 
of such Obligor; and

(ii)  in respect of whom the Agent has received a certificate of 
the Secretary (or other duly authorised officer) of such Obligor 
setting out the name and, where such Person is authorised to 
execute or certify documents, signature of such Person and 
confirming such Person's authority to act as aforesaid;

"Available Revolving Commitment" means, in relation to a Bank, 
its Revolving Commitment less its Revolving Outstandings, if any;

"Available Revolving Facility" means, at any time, the aggregate 
of the Available Revolving Commitments;

"Available Term Commitment" means, in relation to a Bank, the 
aggregate of its Available Tranche A Term Commitment and its 
Available Tranche B Term Commitment;

"Available Term Facility" means, at any time the aggregate of the 
Available Term Commitments; 

"Available Tranche A Term Commitment" means, in relation to a 
Bank, its Tranche A Term Commitment (to the extent not cancelled 
or reduced) less the aggregate of the outstanding Tranche A Term 
Advances previously made by such Bank;

"Available Tranche B Term Commitment" means, in relation to a 
Bank, its Tranche B Term Commitment (to the extent not cancelled 
or reduced) less the aggregate of the outstanding Tranche B Term 
Advances previously made by such Bank;

"Banks" means, subject to Clause 7.5 (Bank's Cessation), the 
Original Lender and any transferee which becomes a party hereto 
pursuant to a Transfer Certificate or, as the case may be, a 
Global Transfer Certificate acting in their capacity as providers 
of the Facilities and "Bank" means any one of them;

"Borrowers" means the Company and, upon the Target or any other 
member of the Group becoming a Borrower pursuant to Clause 5.3 
(Accession), the Target or such other member of the Group and 
"Borrower" means any of them;

"Borrowings" means, any Indebtedness for, or for interest or 
other charges relating to, or otherwise in respect of or pursuant 
to:

(a)  moneys borrowed or raised, including, without limitation, 
monies raised by the sale of receivables or other financial 
assets on terms (and to the extent) that recourse may be had to 
the vendor in the event of non-payment of such receivables or 
financial assets when due and monies raised under acceptance 
credit facilities through the issue of bonds, notes, debentures, 
bills, loan stocks and other debt securities (including any debt 
security convertible, but not at the relevant time converted, 
into share capital), provided that the Subordinated Debt (if any) 
shall not constitute a Borrowing;

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

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

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

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

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

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

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

provided that double counting shall be avoided and that in 
computing an amount of Borrowings of any Person or Persons for 
the purposes of the definition of Net Debt or for the purposes of 
Clause 23.6 (Restriction on Borrowings):

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

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

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

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

(v)  any item falling within paragraph (f) shall be included only 
to the extent that the same has been or (in accordance with 
generally accepted accounting principles) ought to be given a 
value in the latest or next relevant financial statements, or in 
any notes to those financial statements;

"Capitalisation" means, at any particular time, the aggregate of 
Adjusted Share Capital and Reserves and Net Debt at such time;

"Certain Funds Period" means the period commencing at opening of 
business on the date hereof and ending at close of business:

(a)  on the earlier of:

(i)  the date which falls 180 days after the Announcement Date;

(ii)  the date which falls three months after the Unconditional 
Date; and

(iii)  the date which falls 200 days after the date hereof; or

(b)  for the purposes of a Utilisation under paragraph (a) of 
Clauses 3.2 (Purpose of Tranche A Term Facility) only on the date 
which falls no later than 200 days after the date hereof; or

(c)  for the purpose of a Utilisation under paragraph (b)(iii) of 
Clause 3.2 (Purpose of Tranche A Term Facility) only no later 
than 180 days after the date of the offer (as that term is used 
in the Companies Act 1985) or, if one or more applications to 
court are made under Section 430(C)(1) of the Companies Act 1985 
the first business day after the last day on which any such 
application is disposed of, whichever is the latter

"Clean-Up Date" means the date falling 150 days after Target 
becomes a subsidiary of the Company;

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

"Commitments" means, in relation to a Bank, its Revolving 
Commitment and/or its Tranche A Term Commitment and/or its Trance 
B Term Commitment, as the case may be;

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

"Director General" means the Person appointed from time to time 
by the Secretary of State to hold office as the Director General 
of Electricity Supply for the purposes of the Act;

"EBITDA" means, in respect of any Relevant Period, the total 
operating profit for continuing operations, acquisitions ( as a 
component of continuing operations) and discounted operations 
after taking into account all exceptional items but before taking 
account (or, as the case may be, deducting) (i) Interest Payable 
and Interest Receivable, (ii) all amounts provided for 
depreciation, goodwill and amortisation, (iii) all extraordinary 
items, (iv) all Taxes and (v) any Offer Costs in each case, for 
that Relevant Period (calculated on a consolidated basis 
disregarding any portion of any item taken into account in that 
calculation which is attributable to any minority interests in 
subsidiaries of the Company) all as determined by reference to 
the most recent financial statements and compliance certificates 
delivered hereunder as adjusted pursuant to the provisions of 
Clause 22.9 (Change in Basis);

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

"Environmental Claim" means any claim by any Person:

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

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

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

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

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

(c)  any other pollution of the Environment;

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

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

"Event of Default" means, subject to Clause 24.4 (Clean-Up 
Period), any of the events mentioned in Clause 24.1 (Events of 
Default);

"Facilities" means the Revolving Facility, the Tranche A Term 
Facility and the Tranche B Term Facility;

"Facility Office" means, in relation to the Original Lender, its 
office identified with its signature below, or in relation to a 
Transferee to whom the participation of a Bank is being 
transferred, its office identified in the "Administrative 
Details" section to the relevant Transfer Certificate or, as the 
case may be, Global Transfer Certificate or, in any case, such 
other office as it may from time to time, by notice to the Agent, 
select or such other office as may be agreed pursuant to Clause 
19 (Mitigation);

"Facility Termination Date" means:

(i)  when designed "Term", the last day of the Certain Funds 
Period; and

(ii)  when designated "Revolving", (a) (if no Term Advance is 
drawn at all) the Term Facility Termination Date and (b) 
otherwise the Final Maturity Date;

"Final Maturity Date" means the date falling on the fifth 
anniversary of the Unconditional Date;

"Finance Documents" means this Agreement, the Intercreditor 
Agreement, the side letter referred to in paragraph 7 of the 
Second Schedule and the fee letter referred to in Clauses 31.2 
(Agency Fees) and 31.3 (Arrangements Fees);

"Global Transfer Certificate" means a certificate substantially 
in the form set out in Part 2 of the Sixth Schedule (Form of 
Global Transfer Certificate) signed by a Bank and each Transferee 
whereby;

(i)  such Bank seeks to procure the transfer to each Transferee 
of part of such Bank's rights and obligations hereunder, subject 
to and upon the terms and conditions set out in Clause 36 
(Assignments and Transfers by Banks); and

(ii)  each Transferee undertakes to perform the obligations it 
will assume as a result of the delivery of such certificate to 
the Agent as contemplated in Clause 36 (Assignments and Transfers 
by Banks);

"Group" means, at any time, the Company and each of its 
subsidiaries (if any) at such time;

"Information Memorandum" means an information memorandum in 
connection herewith as, when and if agreed between the Company 
and the Arranger for use in the syndication of the Facilities;

"Instructing Group" means, at any time a Bank or group of Banks 
the aggregate of whose Commitment equals or exceeds 66 2/3% of 
the Commitments of all the Banks (or, if the Commitments have 
been reduced to zero equalled or exceeded such percentage 
immediately before such reduction)  Provided that for the 
purposes hereof the operation of Clause 4.2 (Overdraft Facility) 
shall be ignored;

"Intercreditor Agreement" means an agreement in the Agreed Form 
made or to be made between, inter alia, the Company, the Agent 
and the creditors from time to time in respect of the 
Subordinated Debt;

"Interest Payable; means, in respect of any Relevant Period, all 
interest (including, without limitation, the interest elements of 
finance leases), commission, fees (of a recurring nature) and 
similar charges as shown in (or in the notes to) the financial 
statements of the Group calculated on a consolidated basis for 
the Relevant Period all as determined by reference to the most 
recent financial statements and compliance certificates delivered 
hereunder as adjusted pursuant to the provisions of Clause 22.9 
(Change in Basis);

"Interest Period" means, save as otherwise provided herein, any 
of those periods mentioned in Clause 13 (Interest Periods);

"Interest Receivable" means, in respect of any Relevant Period, 
all interest receivable and similar income as shown in (or in the 
notes to) the financial statements of the Group calculated on a 
consolidated basis for the Relevant Period all as determined by 
reference to the most recent financial statements and compliance 
certificates delivered hereunder as adjusted pursuant to the 
provisions of Clause 22.9 (Change in Basis);

"LIBOR" means, in relation to any Advance or unpaid sum, on any 
day, the rate per annum determined by the Agent to be equal to 
the arithmetic mean (rounded upwards, if necessary to four 
decimal places) of the respective rates notified to the Agent by 
each of the Reference Banks as the rate at which such Reference 
Bank is offering deposits in sterling and for the specified term 
to prime banks in the London Interbank Market at or about 11.00 
a.m. on the Quotation Date for deposits in sterling of such term 
and, for the purposes of this definition, "specified term" means, 
in relation to a Revolving Advance, the Term of such Revolving 
Advance, in relation to a Term Advance, the Interest Period in 
respect of such Advance and, in relation to an unpaid sum, the 
period in respect of which LIBOR falls to be determined on that 
day in relation to such unpaid sum;

"Licence" means the existing public electricity supply licence 
granted by the Secretary of State to Target under Section 6(1)(c) 
of the Act, as modified and/or extended from time to time;

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

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

"Margin" means a rate per annum of 0.75% Provided that if on any 
Margin Adjustment Date:

(i)  an Event of Default has not occurred or has occurred but is 
not continuing; and

(ii)  it is determined by the Agent by reference to:

(a)  from the date hereof to (but excluding) the last day of the 
Certain Funds Period, consolidated unaudited accounts of the 
Company and its subsidiaries prepared on a pro forma basis 
prepared as if all the Shares had been acquired pursuant to the 
Offer, the Facilities had been fully drawn and the condition set 
out in paragraph 9 of the Second Schedule (Conditions Precedent) 
had been satisfied; or

(b)  from the last day of the Certain Funds Period, the latest 
accounts at that time,

that:

(A)  the ration of Net Debt to Capitalisation of the Group 
calculated in accordance with Clause 23.9 (Financial Ratios) is 
equal to or less than 65% but greater than 60%, then the 
applicable Margin shall, with effect from that Margin Adjustment 
Date, be reduced from 0.75% to 0.625% per annum;

(B)  the ratio of Net Debt to Capitalisation of the Group 
calculated in accordance with Clause 23.9 (Financial Ratios) is 
equal to or less than 60% but greater than 55%, then the 
applicable Margin shall, with effect from that Margin Adjustment 
Date, be reduced from 0.75% to 0.5% per annum; and

(C)  the ration of Net Debt to Capitalisation of the Group 
calculated in accordance with Clause 23.9 (Financial Ratios) is 
equal to or less than 55%, then the applicable Margin shall, with 
effect from that Margin Adjustment Date, be reduced from 0.75% to 
0.325% per annum;

"Margin Adjustment Date" means the first Utilisation Date and 
thereafter the next business day following the date of delivery 
of any set of quarterly accounts to the Agent pursuant to Clause 
22.3 (Semi-annual and Quarterly Information);

"Material Subsidiary" means, at any time, each Obligor (other 
than the Company), Bidco, the Target and any other Person which 
is a subsidiary of the Company and is a Licenceholder or (other 
than any Project Finance Subsidiary):

(i)  (a) whose profits before tax on ordinary activities or (b) 
whose gross assets (excluding goodwill) represent 10% or more of 
the consolidated profits before tax on ordinary activities of the 
Group or, as the case may be, consolidated gross assets 
(excluding goodwill) of the Group in each case as calculated by 
reference to the latest consolidated financial statements of such 
subsidiary and the latest consolidated financial statements of 
the Group adjusted in such manner as the auditors of the Company 
may determine (which determination shall be conclusive in the 
absence of manifest error) to reflect the profits (or losses) 
before tax on ordinary activities and consolidated gross assets 
(excluding goodwill) of any Person which has become or ceased to 
be a member of the Group since the end of the financial period to 
which the latest financial statements of the Group relate); or

(ii)  to which is transferred all or substantially all of the 
business, undertaking or assets of a Person which immediately 
prior to such transfer is a Material Subsidiary whereupon the 
transferor shall cease to be a Material Subsidiary and the 
transferee shall become a Material Subsidiary under this sub-
Clause (ii) upon the completion of such transfer;

Provided that any determination made by the auditors of the 
Company as to whether a subsidiary of the Company is or is not a 
Material Subsidiary at any time shall be conclusive in the 
absence of manifest error;

"Net Debt" means at any time, the amount of the Borrowings of the 
members of the Group from sources external to the Group plus the 
amount of any actual or contingent liability of any member of the 
Group to provide funds by loan, subscription for share capital or 
otherwise to any Person in which any member of the Group has an 
ownership interest at such time less the cash in hand and cash 
equivalents of the members of the Group at that time, in each 
case giving effect to the proviso to the definition of 
"Borrowings";

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

"Obligors" means the Company in its capacity as a Borrower 
hereunder and each of the Company and Bidco in its capacity as 
guarantor pursuant to Clause 25 (Guarantee) and, upon any Person 
becoming a Borrower pursuant to Clause 5 (Conditions Precedent), 
that Person (and "Obligor" means any of them);

"Offer" means the offer proposed to be made by or on behalf of 
Bidco, substantially on the terms and conditions set out in the 
Press Release, to acquire the whole of the ordinary share capital 
(whether in issue or falling to be allotted) of the Target not 
already owned by Bidco, as such offer may from time to time be 
amended, added to, revised, renewed or waived in compliance with 
the terms hereof;

"Offer Costs" means all costs, fees and expenses (and Taxes 
thereon) and all stamp, documentary, registration or similar 
Taxes incurred by or on behalf of the Company or any subsidiary 
of the Company in connection with the Offer and the Preference 
Share Offer including the preparation, negotiation and entry into 
of this Agreement;

"Offer Document" means the offer document to be despatched to 
shareholders of the Target in respect of the Offer and the 
Preference Share Offer;

"Ordinary Shares" means the ordinary shares of 56 12/23p each in 
the capital of the Target;

"Original Financial Statements" means the audited consolidated 
accounts of the Target for its financial year ended 31st March 
1996;

"Outstandings" means, in relation to a Bank, its Revolving 
Outstandings and/or its Tranche A Term Outstandings and/or its 
Tranche B Term Outstandings, as the context may require;

"Overdraft Bank" means a Bank designated for the time being as an 
Overdraft Bank for the purposes hereof pursuant to Clause 4.2 
(Overdraft Facility);

"Overdraft Facility" means any facility designated to such 
pursuant to Clause 4.2 (Overdraft Facility);

"Panel" means the Panel on Takeovers and Mergers;

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

"Potential Event of Default" means any event which with the 
giving of notice or the expiry of any grace period or the 
fulfilment of any other condition (apart from the mere occurrence 
of such event) (or any combination thereof) would become an Event 
of Default Provided that any such event which by reason of the 
express provisions of any Finance Document requires the 
satisfaction of a condition as to materiality before it may 
become an Event of Default shall not be a Potential Event of 
Default unless that condition is satisfied;

"Preference Share Offer"  means the offer proposed to be made by 
or on behalf of Bidco, substantially on the terms and conditions 
set out in the Press Release, to acquire the whole of the 
preference share capital (whether in issue or falling to be 
allotted), as such offer may from time to time be amended, added 
to, revised, reviewed or waived in compliance with the terms 
hereof;

"Preference Shares" means a press announcement to be released by 
Bidco announcing the terms of the Offer and the Preference Share 
Offer in the Agreed Form;

"Press Release" means a press announcement to be released by 
Bidco announcing the terms of the Offer and the Preference Share 
Offer in the Agreed Form;

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

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

(b)  in respect of which the Person or Persons to whom such 
Indebtedness is or may be owed by the relevant debtor (whether or 
not a member of the Group) have no recourse whatsoever for the 
repayment of or payment of any sum relating to such Indebtedness 
other than:

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

(ii)  recourse to such debtor for the purpose only of enabling 
amounts to be claimed in respect of such Indebtedness in an 
enforcement of any encumbrance given by such debtor over such 
asset or the income, cash flow or other proceeds deriving 
therefrom to secure such Indebtedness or any recourse referred to 
in (iii) below, Provided that (A) the extent of such recourse to 
such debtor is limited solely to the amount of any recoveries 
made on any such enforcement, and (B) such Person or Persons are 
not entitled, by virtue of any right or claim arising out of or 
in connection with such Indebtedness, to commence proceedings for 
the winding up or dissolution of the debtor or to appoint to 
procure the appointment of any receiver, trustee or similar 
Person or officer in respect of the debtor or any of its assets 
(save for the assets the subject of such encumbrance); and/or

(iii)  recourse to such debtor generally, which recourse is 
limited to a claim for damages (other than liquidated damages and 
damages required to be a calculated in a specified way) for 
breach of an obligation (not being a payment obligation or an 
obligation to procure payment by another or an obligation to 
comply or to procure compliance by another with any financial 
ratios or other test of financial condition) by the Person 
against whom such recourse is available;

"Project Finance Subsidiary" means any subsidiary of the Company 
(other than Bidco, the Target or a Licenceholder):

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

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

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

"Qualifying Lender" means a bank as defined in or pursuant to 
section 840A of the Income and Corporation Taxes Act 1988 and 
which is within the charge to United Kingdom Corporation Tax as 
regards interest received by it under this Agreement;

"Quotation Date" means, in relation to any period for which an 
interest rate is to be determined hereunder, the first day of 
that period;

"Reference Banks" means the principal London office of Credit 
Suisse and, in the event there being three or more Banks, any 
such additional Bank as may be selected by the Company and the 
Agent from time to time or such substitute reference banks as may 
be agreed by the Company and the Agent;

"Relevant Period" means each annual financial period of the 
Company ending in (subject to provided in Clause 22.11 
(Accounting Reference Period)) March in each calendar year and 
each period of four financial quarters of the Company ending in 
June, September and December in each calendar year (including, 
where contemplated in the definition of Margin, pro forma 
accounting periods);

"Repayment Date" means, in relation to any Revolving Advance, the 
last day of the Term of such Revolving Advance;

"Requested Amount" means in relation to any Utilisation Request, 
the aggregate principal amount of the Advance therein requested;

"Revolving Advance" means an advance made or to be made by a Bank 
under the Revolving Facility pursuant to the terms hereof or, as 
the case may be, the outstanding principal amount of any such 
advance;

"Revolving Commitment" means, in relation to a Bank and save as 
otherwise provided herein, the amount set opposite its name in 
Column A of the First Schedule (The Original Lender)(or, as the 
case may be, the amount specified in the Transfer Certificate or, 
as the case may be, Global Transfer Certificate pursuant to which 
such Bank became a party hereto minus (in the case of any 
Overdraft Bank) the relevant amount duly designated for the time 
being pursuant to Clause 4.2 (Overdraft Facility);

"Revolving Facility" means the sterling revolving credit facility 
in an amount of up to 1,000,000,000 pounds sterling (adjusted 
where necessary in accordance with Clause 4.2 (Overdraft 
Facility) granted to the Borrowers by the Banks pursuant to 
Clause 2.1 (Revolving Facility));

"Revolving Outstandings" means, in relation to any Bank and any 
proposed Utilisation of the Revolving Facility, the aggregate of:

(i)  the outstanding Revolving Advances previously made by such 
Bank; and

(ii)  any Revolving Advance which such Bank is then obliged to 
make on or before the proposed Utilisation in question pursuant 
to any other Utilisation;

but (in the case of paragraph (i) above) excluding any 
outstanding Revolving Advances which will become repayable or 
mature on or before the proposed Utilisation in question;

"Revolving Utilisation Request" means a notice given to the Agent 
pursuant to paragraph (i) of Clause 9.1 (Delivery of Requests) in 
the form set out in Part A of the Fifth Schedule (Form of 
Revolving Utilisation Request);

"Rollover Utilisation" means a proposed Utilisation of the 
Revolving Facility whose amount does not exceed the amount of 
Revolving Advances to be repaid on the proposed Utilisation from 
the proceeds of such proposed Utilisation;

"Secretary of State" means the Secretary of State for Energy from 
time to time or such other Person as may for the time being be 
fulfilling the functions of the Secretary of State under the Act;

"Shares" means the Ordinary Shares and the Preference Shares;

"Shareholders" means CE Energy, Inc., CE Power, Inc. and Kiewit 
Energy UK, Inc. and each is a "Shareholder";

"Shareholders' Agreement" means an agreement dated on or about 
the date of this Agreement between the Shareholders relating to 
their shareholding in the Company;

"Subordinated Debt" means unsecured Borrowings of Bidco and/or 
the Company, if any, which is subordinated to all Indebtedness 
arising under this Agreement on the terms set out in the Eighth 
Schedule (Terms of Subordinated Debt);

"Target" means Northern Electric plc;

"Term" means, in relation to any Revolving Advance, the period 
for which such Advance is borrowed, as specified in the Revolving 
Utilisation Request relating thereto;

"Term Advance" means a Tranche A Term Advance and/or Tranche B 
Term Advance;

"Term Commitment" means, in relation to a Bank, either its 
Tranche A Term Commitment or its Tranche B Term Commitment;

"Term Facility" means (a) the sterling term loan facility in an 
aggregate amount of up to 460,000,000 pounds sterling granted to 
the Company by the Banks pursuant to Clause 2.3 (Term Facility), 
(b) when designated "Tranche A", that part of such term loan 
facility for the purposes referred to in Clause 3.2 (Purpose of 
Tranche A Term Facility) and (c) when designated "Tranche B", the 
term loan facility for the purposes referred to in Clause 3.3 
(Purpose of Tranche B Term Facility);

"Term Outstandings" means, at any time, the aggregate of the 
principal amount of each outstanding Term Advance at that time;

"Term Utilisation Request" when designated "Tranche A" or 
"Tranche B" (as the case may be) means a notice given to the 
Agent pursuant to paragraph (ii) of Clause 9.1 (Delivery of 
Requests), in the form set out in Part B of the Fifth Schedule 
(Form of Term Utilisation Request);

"Tranche A Term Advance" means an advance (as from time to time 
reduced by repayment) made or to be made by a Bank under Tranche 
A of the Term Facility pursuant to the terms hereof;

"Tranche B Term Advance" means an advance (as from time to time 
reduced by repayment) made or to be made by a Bank under Tranche 
B of the Term Facility pursuant to the terms hereof;

"Tranche A Term Commitment" means, in relation to a Bank and save 
as otherwise provided herein, the amount set out in a side letter 
of even date herewith between, among others, the Original Lender 
and the Company or, as the case may be, the amount specified in 
the Transfer Certificate, (or, as the case may be), Global 
Transfer Certificate, pursuant to which such Bank became party 
hereto;

"Tranche B Term Commitment" means, in relation to a Bank and save 
as otherwise provided herein, the amount set out in a side letter 
of even date herewith between, among others, the Original Lender 
and the Company or, as the case may be, the amount specified in 
the Transfer Certificate, (or, as the case may be), Global 
Transfer Certificate, pursuant to which such Bank became a party 
hereto; 

"Transaction Documents" means the Finance Documents, the Licence 
and any and each Licence Undertaking;

"Transfer Certificate" means a certificate substantially in the 
form set out in Part 1 of the Sixth Schedule (Form of Transfer 
Certificate) signed by a Bank and a Transferee whereby:

(i)  such Bank seeks to procure the transfer to such Transferee 
of all or part of such Bank's rights and obligations hereunder, 
subject to and upon the terms and conditions set out in Clause 36 
(Assignments and Transfers by Banks); and

(ii)  such Transferee undertakes to perform the obligations it 
will assume as a result of delivery of such certificate to the 
Agent as contemplated in Clause 36 (Assignments and Transfers by 
Banks);

"Transferees" means banks to which a Bank seeks to transfer all 
or part of its rights and obligations in accordance with Clause 
36 (Assignments and Transfers by Banks) and "Transferee" means 
one of them;

"Unconditional Date" means the date on which the Offer is 
declared or becomes unconditional in all respects;

"Utilisation" means a utilisation of the Facilities hereunder;

"Utilisation Date" means the date of a Utilisation, being a date 
specified in the relevant Term or Revolving Utilisation Request 
on which the Advances are to be made; and

"Utilisation Request" means a Term Utilisation Request or a 
Revolving Utilisation Request.

1.2  Any reference in this Agreement to:

an "Affiliate" of any Person means any subsidiary or holding 
company of that Person, or any subsidiary of any such holding 
company, or any other Person in which that Person or any such 
holding company or subsidiary owns at least 20% of the equity 
share capital or the like;

the "Agent"; the "Original Lender" or any "Bank" shall, subject 
to otherwise provided in this Agreement, be construed so as to 
include their respective successors and permitted transferees and 
assigns;

an "Agency" of a state includes any agency, authority, central 
bank, department, government, legislature, minister, ministry, 
official or public or statutory Person (whether autonomous or 
not) of, or of the government of, that state;

a document in the "Agreed Form" means that document in the form 
initialled by or on behalf of the Company and the Agent;

the "Assets" of any Person means all or any part of its business, 
undertaking, property, assets, revenues (including any right to 
receive revenues) and uncalled capital, wherever situated;

a "business day" shall be construed as a reference to a day 
(excluding Saturday and Sunday) on which banks are open for 
business London;

"Consent" also includes an approval, authorisation, exemption, 
filing, licence, order, permission, recording or registration 
(and references to obtaining Consents shall be construed 
accordingly);

a "Directive" includes any present or future directive, 
regulation, request, requirement, rule or credit restraint 
programme of any Agency of any state or of any self-regulating 
organisation (whether or not having the force of law but, if not 
having the force of law, only if compliance with the Directive is 
in accordance with the general practice of Persons to whom the 
Directive is intended to apply);

"generally accepted accounting principles" means the accounting 
principles and practices specified in Clause 22.1 (Preparation of 
Accounts);

"Indebtedness" includes, with respect to any Person (the 
"Relevant Person"), any obligation (whether present or future, 
actual or contingent, secured or unsecured, as principal, surety 
or otherwise) (a) of the Relevant Person for the payment or 
repayment of money or (b) of any other Person for the payment or 
repayment of money secured by Security on Assets of the Relevant 
Person, whether or not the Relevant Person is liable in respect 
of any obligation so secured;

a "law" includes common or customary law and any constitution, 
decree, judgment, legislation, order, ordinance, regulation, 
statute, treaty or other legislative measure, in each case of any 
jurisdiction whatever (and "lawful" and "unlawful" shall be 
construed accordingly);

something having a "Material Adverse Effect" is to its having a 
material adverse effect on the ability of an Obligor to perform 
and comply with its payment obligations under any Finance 
Document, its obligations under Clause 23.9 (Financial Ratios) 
and any other of its material obligations under the Finance 
Documents;

a "month" is reference to a period starting on one day in a 
calendar month and ending on the numerically corresponding day in 
the next calendar month save that, where any such period would 
otherwise end on a non-business day, it shall end on the next 
business day, unless that day falls in the calendar month 
succeeding that in which it would otherwise have ended, in which 
case it shall end on the preceding business day Provided that, if 
a period starts on the last numerically corresponding day in the 
month in which that period ends, that period shall end on the 
last business day in that later month (and references to "months" 
shall be construed accordingly);

any "obligation" of any Person under this Agreement or any other 
agreement or document shall be construed as a reference to an 
obligation expressed to be assumed by or imposed on it under this 
Agreement or, as the case may be, that other agreement or 
document (and "due", "owing", "payable" and "receivable" shall be 
similarly construed);

a "Person" includes any individual, company, corporation, firm, 
partnership, joint venture, undertaking, association, 
organisation, trust, state or Agency of a state (in each case, 
whether or not having separate legal personality);

"Security" includes any mortgage, pledge, lien, hypothecation, 
security interest, charge, encumbrance, assignment or trust 
arrangement for the purpose of providing security or other 
security agreement or arrangement having the effect of providing 
security (including, without limitation, the deposit of monies or 
property with a person with the primary intention of affording 
such a person a right of set-off or lien and including without 
limitation, any sale and lease back arrangement) (and "secured" 
shall be construed accordingly);

"Tax(es)" includes any present or future tax, levy, impost, duty, 
charge, fee, deduction or withholding of any nature and whatever 
called, by whomsoever, on whomsoever and wherever imposed, 
levied, collected, withheld or assessed (and "Taxation" shall be 
construed accordingly);

"Tax on Overall Net Income" of a Person shall be construed as a 
reference to Tax (other than Tax deducted or withheld from any 
payment) imposed on that Person by the jurisdiction in which its 
principal office (and/or, in the case of a Bank, its Facility 
Office) is located by reference to (a) the net income, profits or 
gains of that Person worldwide or (b) such of its net income, 
profits or gains as arise in or relate to that jurisdiction;

the "winding-up" or "dissolution" or "administration" of a 
company, or the appointment of an "administrative receiver", a 
"receiver" or an "administrator" shall be construed so as to 
include any equivalent or analogous proceedings or, as the case 
may be, Person under the law of the jurisdiction in which such 
company is incorporated or any jurisdiction in which such company 
carries on business; and

"a time of day" is, unless otherwise stated, a reference to 
London time.

1.3  Any reference in this Agreement to this Agreement or to 
another document shall be construed as a reference to this 
Agreement or that other document as the same may have been, or 
may from time to time be, amended, restated, varied, supplemented 
or novated.

1.4  "sterling" denote the lawful currency of the United Kingdom 
of Great Britain and Northern Ireland.

1.5  Clause and Part headings are for ease of reference only.

1.6  A "subsidiary" is a reference to (a) a subsidiary as defined 
in Section 736 of the Companies Act 1985 and (b) a subsidiary 
undertaking as defined in Section 258 of the Companies Act 1985, 
provided that an entity falling only within paragraph (b) shall 
come within the definition of "subsidiary" only if it is the 
Licenceholder or (otherwise) for the purposes of Clauses 23.5 
(Restriction on Distributions), 23.6 (Restriction on Borrowings) 
and 23.9 (Financial Ratios) and all accounts and other financial 
information to be delivered hereunder.

1.7  For the purposes of this Agreement a company is a "wholly-
owned subsidiary" of another company if the first company has no 
members except that other and that other's wholly-owned 
subsidiaries or Persons acting on behalf of that other or its 
wholly-owned subsidiaries.

1.8  For the purposes of this Agreement a company shall be 
treated as being "controlled" by another company if that other 
company is able to direct its affairs and/or controls the 
composition of its board of directors.

1.9  Save where the context otherwise requires words importing 
the singular number include the plural number and vice versa.

1.10  Adjusted Share Capital and Reserves, Borrowings, 
Capitalisation, Net Debt, Interest Payable, Interest Receivable 
and Subordinated Debt shall be interpreted in accordance with 
generally accepted accounting principles.

PART 2

THE FACILITIES

2.  The Facilities

2.1  Revolving Facility:  The Banks grant to the Borrowers, upon 
the terms and subject to the conditions hereof, a sterling 
revolving credit facility in an aggregate amount of up to 
100,000,000 pounds sterling whereby the Banks will, at the 
request of a Borrower, make Revolving Advances to such Borrower 
in sterling.

2.2  Participation in Revolving Facility:  Each Bank will 
participate in the Revolving Facility up to the amount of its 
Revolving Commitment from time to time.

2.3  Term Facility:  The Banks grant to the Company, upon the 
terms and subject to the conditions hereof, a sterling term loan 
facility in an aggregate amount of up to 460,000,000 pounds 
sterling whereby the Banks will, at the request of the Company, 
make Tranche A Term Advances up to an aggregate amount set out in 
a side letter between, among others, the Original Lender and the 
Company or, as the case may be, Tranche B Term Advances up to an 
aggregate amount set out in a side letter between, among others, 
the Original Lender and the Company, to the Company in sterling.

2.4  Participation in Term Facility:  Each Bank will participate 
in the Term Facility up to the amount of its Tranche A Term 
Commitment and/or, as the case may be, its Tranche B Term 
Commitment from time to time.

3.  Term and Purpose of the Facilities

3.1  Term:  Subject to the other provisions of this Agreement, 
the Term Facility is available for drawing until and including 
the Term Facility Termination Date and the Revolving Facility is 
available for drawing prior to the Revolving Facility Termination 
Date.

3.2  Purpose of Tranche A Term Facility:  Each Utilisation under 
the Tranche A Term Facility will be applied in or towards:-

(a)  financing or refinancing Offer Costs; and/or

(b)  the subscription by the Company in cash for shares in Bidco 
(or the making by the Company of loans available to Bidco) the 
proceeds of which will be used by Bidco for:

(i)  financing or refinancing the consideration payable to Target 
shareholders in respect of open market purchases of the Shares 
the subject of the Offer; and/or

(ii)  financing or refinancing the acquisition of those of the 
Shares to be acquired by Bidco pursuant to the Offer; and/or 

(iii)  financing or refinancing the consideration payable 
pursuant to the operation by Bidco of the procedures contained in 
sections 428-430 of the Companies Act 1985 in respect of the 
Shares the subject of the Offer; and/or

(iv)  financing or refinancing consideration payable to the 
Target share option holders pursuant to the Offer; and/or

(v)  financing (directly or indirectly) any special dividend 
payable by Target as referred to in the Offer.

3.3  Purpose of Tranche B Term Facility:  Each Utilisation of a 
Tranche B Term Advance will be applied in or towards financing or 
refinancing the acquisition of the Preference Shares pursuant to 
the Preference Share Offer.

3.4  Purpose of Revolving Facility:  The Revolving Facility will 
be available for:

(i)  those purposes listed in Clause 3.2 up to a limit set forth 
in a side letter of even date herewith; and/or

(ii)  refinancing any indebtedness of Target or its subsidiaries 
which is outstanding as at the date of First Utilisation; and/or

(iii)  the working capital and general corporate purposes of any 
member of the Group.

3.5  Agent and Arranger:  Neither the Agent nor the Arranger need 
check that the proceeds of any Utilisation are applied as 
specified in this Clause 3.

4.  Amount of the Facilities and Option to Utilise Overdraft 
Facility

4.1  Amount:  Notwithstanding any other provisions of this 
Agreement, the aggregate of all Revolving Outstandings shall not 
at any time exceed 100,000,000 pounds sterling and the aggregate 
of all Term Outstandings shall not at any time exceed 460,000,000 
pounds sterling.

4.2  Overdraft Facility:  The Company may at any time elect that 
part of the Revolving Facility be made available by way of an 
overdraft facility and/or other ancillary facilities by (with the 
agreement of the relevant Bank) designating (in a written notice 
to the Agent) one or more Bank as being an Overdraft Bank for the 
purposes hereof.  Such designation shall specify the net limit of 
each of the relevant facilities (being an amount not exceeding 
the Revolving Commitment of the relevant Bank) and the Revolving 
Commitment of any Overdraft Bank notify the Agent that the 
designation has ceased to be applicable) be reduced by the amount 
of such net limit.

5.  Conditions Precedent

5.1  Conditions Precedent:  No Term Utilisation Request or 
Revolving Utilisation Request may be issued until the 
Unconditional Date has occurred and until the Agent has confirmed 
to the Company and to each Bank that it has received all of the 
documents listed in the Second Schedule (Conditions Precedent), 
in the form agreed before the date hereof or otherwise in the 
form and substance reasonably satisfactory to it, which, in the 
event that it has received such documents, the Agent agrees to do 
promptly.

5.2  Acceding Borrower:  The Company may request that the Target 
or any other member of the Group incorporated in England and 
Wales becomes a Borrower for the purposes of utilising the 
Revolving Facility by delivering, or procuring the delivery to, 
the Agent of an Accession Memorandum duly executed by the Company 
and the Target or such other member of the Group (as the case may 
be) together with the documents listed in the Tenth Schedule 
(Documents to accompany Accession memorandum), in form and 
substance reasonably satisfactory to the Agent.

5.3  Accession:  Upon delivery of the documents referred to in 
Clause 5.2 (Acceding Borrower), Target or, as the case may be, 
the relevant other member of the Group shall, subject to the 
terms and conditions of this Agreement, acquire all the rights 
and assume all the obligations of a Borrower hereunder.

6.  Rights and Obligations

6.1  Banks' Rights and Obligations:  The rights and obligations 
of each Bank hereunder are several.

6.2  Failure and Enforcement:  The failure by a Bank to perform 
its obligations hereunder shall not affect the obligations (i) of 
any other Bank towards any Obligor or (ii) of any Obligor towards 
any other party hereto nor shall any such other party be liable 
for the failure by such Bank to perform its obligations 
hereunder.  Each Bank may, except as otherwise stated herein, 
separately enforce its rights hereunder.

6.3  Borrowers' Rights and Obligations:  The obligations of the 
Borrowers hereunder are several.


PART 3

CANCELLATION AND PREPAYMENT

7.   Cancellation

7.1  Voluntary:  (i)  The Company may at any time and from time 
to time prior to the Revolving Facility Termination Date cancel 
without penalty the whole or any part of the Revolving 
Commitments of all the Banks by giving the Agent not less than 
three business days' prior written notice to that effect 
specifying the date and amount of the proposed cancellation 
Provided that:

(a)  any partial cancellation shall be a minimum amount of 
5,000,000 pounds sterling and an integral multiple of 1,000,000 
pounds sterling and shall reduce the Revolving Commitment of each 
Bank rateably;


(b)  no such cancellation shall become effective if as a result 
thereof the Revolving Commitments would be reduced to an amount 
which is less than the Revolving Outstandings; and

(c)  any such cancellation shall reduce a pro rata proportion of 
the limit of any Overdraft Facility.

(ii)  The Company may at any time and from time to time prior to 
the Term Facility Termination Date cancel without penalty the 
whole or any part of the Tranche A Term Commitments and the 
Tranche B Term Commitments of all the Banks by giving the Agent 
not less than two business days' prior written notice to that 
effect specifying the date and amount of the proposed 
cancellation.  Provided that any partial cancellation shall be in 
a minimum amount of 5,000,000 pounds sterling and an integral 
multiple of 1,000,000 pounds sterling and shall reduce the 
Tranche A Term Commitment and/or, as the case may be, the Tranche 
B Term Commitment of each Bank rateably.

7.2  Pursuant to Increased Costs:  If the amount of any payment 
to be made to or for the account of any Bank by an Obligor is, or 
will be, increased under Clause 16.1 (Gross Up) or any Bank 
claims indemnification from the Company under Clause 16.2 (Tax 
Indemnity) or Clause 17 (Increased Costs) then the Company may, 
at any time thereafter and by not less than one business days' 
prior notice to the Agent cancel the Commitments of such Bank 
whereupon such Bank shall cease to be obliged to make Advances 
hereunder and its Commitment shall be reduced to zero (and if it 
is an Overdraft Bank the net limit under the relevant Overdraft 
Facility shall be reduced to zero).

7.3  Prepayment following Cancellation:  If the Company gives a 
notice of cancellation pursuant to Clause 7.2 (Pursuant to 
Increased Costs), it shall at the same time and in the same 
notice give notice to the Agent of the relevant Borrower's 
intention to prepay (without penalty but subject to Clause 30.4 
(Break Costs)) all outstanding Advances made by the relevant Bank 
together with accrued interest thereon upon such date as may be 
specified in such notice, which notice shall be irrevocable and 
shall oblige the relevant Borrower to make the prepayments in 
question without penalty on the date specified therein with all 
other sums due from it under this Agreement in respect of the 
Advances in question.

7.4  Notice Irrevocable:  Each notice of cancellation given 
pursuant to this Clause 7 shall be irrevocable and shall specify 
the date upon which such cancellation is to take effect.

7.5  Bank's Cessation:  If at any time:

(i)  the Commitments of any Bank are cancelled or reduced to 
zero; and

(ii)  all Indebtedness owed to such Bank by any Obligor hereunder 
has been finally satisfied in full; and

(iii)  such Bank is under no further actual or contingent 
obligation hereunder,
then such Bank shall (without prejudice to its existing rights 
hereunder) cease to be a party hereto and a Bank for the purposes 
hereof.

7.6  Cancellation of Term Facility:  At close of business on the 
Term Facility Termination Date, the Tranche A Term Commitment of 
each Bank and the Tranche B Term Commitment of each Bank shall, 
in each case, be (if it has not already been) cancelled and 
reduced to zero.

7.7  Cancellation of Revolving Facility:  At close of business on 
the Revolving Facility Termination Date, the Revolving Commitment 
of each Bank shall be (if it has not already been) cancelled and 
reduced to zero.

7.8  Cancellation on lapse of Offers:  If the Offer lapses or is 
withdrawn the Commitments shall be automatically cancelled and 
reduced to zero.  If the Preference Share Offer lapses or is 
withdrawn, the Tranche B Term Commitments shall be automatically 
cancelled and reduced to zero.

8.  Prepayment

8.1  Voluntary Prepayment:  The Borrowers may prepay without 
premium or penalty any Advance or any party of any Advance which 
is a minimum of 5,000,000 pounds sterling and an integral 
multiple of 1,000,000 pounds sterling, without penalty but 
subject to Clause 30.4 (Break Costs), by giving the Agent not 
less than three business days' prior written notice specifying 
the date and amount of the proposed prepayment.

8.2  Notice Irrevocable:  Each notice of prepayment given 
pursuant to this Clause 8 shall be irrevocable and shall oblige 
the relevant Borrower to make the prepayment in question on the 
date specified therein together with all accrued interest on the 
amount prepaid and any other sums then due from it under this 
Agreement in respect of the Advances in question.

8.3  Re-borrowing:  No Borrower may re-borrow any Tranche A Term 
Advance or, as the case may be, any Tranche B Term Advance repaid 
or prepaid.  The Borrowers may, subject to the provisions of this 
Agreement, re-borrow any Revolving Advance repaid or prepaid.


PART 4

UTILISATION PROCEDURES

9.	Utilisation Requests

9.1	Delivery of Requests:  Subject to the provisions hereof, a 
Borrower (or, in the case of the Term Facility, the Company) may 
utilise:

(i)	the Revolving Facility by delivering a duly completed 
Revolving Utilisation Request, in the form set out in Part A or 
Part B of the Fifth Schedule (Form of Revolving Utilisation 
Request) (as appropriate); and

(ii)	the Term Facility by delivering a duly completed Term 
Utilisation Request, in each case, in the form set out in Part B 
of the Fifth Schedule (Form of Term Utilisation Request),

in each case by telefax or letter to the Agent by no later than 
the specified time.

9.2	Revolving Utilisation Requests:  Each Revolving Utilisation 
Request delivered pursuant to Clause 9.1 (Delivery of Requests) 
shall be irrevocable and shall specify:

(i)	the proposed Utilisation Date, which shall be a business day 
prior to the Final Maturity Date;
(ii)	the Requested Amount (to be determined in accordance with 
Clause 10 (Amount of Utilisation));

(iii)	subject to Clause 9.4 (Selection of Periods) the Term 
in question (being a period of one, two, three or six months or 
such other duration as the relevant Borrower and the Banks may 
agree or, being less than one month, as ends on the Final 
Maturity Date) which will begin on the proposed Utilisation Date 
and end on a business day which is or precedes the Final Maturity 
Date;

(iv)	the Repayment Date; and

(v)	the account to which the proceeds of the proposed 
Utilisation are to be paid.

9.3	Term Utilisation Requests:  Each Term Utilisation Request 
delivered pursuant to Clause 9.1 (Delivery of Requests) shall be 
irrevocable and shall specify:

(i)	the proposed Utilisation Date, which shall be a business day 
on or prior to the Term Facility Termination Date;

(ii)	whether the requested Term Advance is to be a Tranche A Term 
Advance or a Tranche B Term Advance;

(iii)	the Requested Amount (to be determined in accordance 
with Clause 10 (Amount of Utilisation));

(iv)	subject to Clause 9.4 (Selection of Periods) the first 
Interest Period relating to the Advance in question, (being a 
period of one, two, three or six months or such other duration as 
the Company and the Banks may agree or as may end on the last day 
of an Interest Period in Respect of Another Advance or, being 
less than one month, as ends on the Final Maturity Date), which 
will begin on the proposed Utilisation Date and end on a business 
day which is or precedes the Final Maturity Date; and

(v)	the account to which the proceeds of the proposed 
Utilisation are to be paid.

9.4	Selection of Periods:  The Borrowers shall during the period 
ending four months after the date hereof select one month 
Interest Periods and Terms ending on the same day or such other 
periods ending on the same day as the Agent and the Company agree 
as being necessary to permit the transfer of participations to be 
effected following underwriting and/or syndication and, in any 
event, select Interest Periods in respect of Term Advances 
pursuant to Clauses 9.3 (Term Utilisation Requests) and 13 
(Interest Periods) so that at no time shall there be more than 
ten Tranche A Term Advances and Tranche B Term Advances 
outstanding with Interest Periods ending on a different dates.

9.5	Specified Time:  There is set out in the Fourth Schedule 
(Timetable) a timetable of certain of the procedures provided for 
in this Agreement.  For the purposes of construing Parts 4 and 5, 
any reference to a specified time shall be construed as a 
referenced to the relevant time set forth in such timetable.

10.	Amount of Utilisation:  The Requested Amount to be specified 
in a Utilisation Request delivered pursuant to Clause 9.1 shall 
be an amount which is equal to or less than the Available 
Revolving Facility, the Available Tranche A Term Facility or, as 
the case may be, the Available Tranche B Term Facility and (if 
less) is a minimum of 10,000,000 pounds and an integral multiple of 
1,000,000 pounds.

11.	Allocation Amongst Banks

11.1	Allocation of Revolving Advances:  If and whenever, on the 
occasion of a Utilisation, the Banks are required to make 
Revolving Advances, the aggregate principal amount of the 
Revolving Advances to be so made shall be allocated to, and 
apportioned among, the Banks rateably to their respective 
Available Revolving Commitments at such time.

11.2	Allocation of Tranche A Term Advances:  If and whenever, on 
the occasion of a Utilisation, the Banks are required to make 
Tranche A Term Advances, the aggregate principal amount of the 
Tranche A Term Advances to be so made shall be allocated to, and 
apportioned among, the Banks rateably to their respective Tranche 
A Available Term Commitments at such time.

11.3	Allocation of Tranche B Term Advances:  If and whenever, on 
the occasion of a Utilisation, the Banks are required to make 
Tranche B Term Advances, the aggregate principal amount of the 
Tranche B Term Advances to be so made shall be allocated to, and 
apportioned among, the Banks rateably to their respective Tranche 
B Available Term Commitments at such time.

11.4	Obligation to Lend:  Each Bank shall, subject to the terms 
hereof, be obliged, through its Facility Office, to make an 
Advance on the Proposed Utilisation Date in an aggregate 
principal amount equal to the amount allocated to it pursuant to 
this Clause 11.

11.5	Agent's Notification:  The Agent shall not later than the 
specified time notify each Bank of the aggregate principal amount 
allocated to it pursuant to this Clause 11.

PART 5

THE ADVANCES

12.	Making of Advances

12.1	Making of Advances:  If the Agent notifies any Bank in 
accordance with Clause 11.5 (Agent's Notification") that it is to 
make any Advance, and, subject to Clauses 12.2 (Certain Funds) 
and 24.4 (Clean-up Period), if on the proposed Utilisation Date 
relating to such an Advance:

(i)	the representations deemed repeated pursuant to Clause 21.5 
(Repetition) are, except in the case of a Rollover Utilisation 
and except to any extent waived in writing in accordance with 
Clause 40 (Remedies, Waives and Amendments), true and correct in 
all material respects; and

(ii)	no Event of Default or, (except in the case of a Rollover 
Utilisation) Potential Event of Default has occurred and is 
continuing, other than any waived in writing in accordance with 
Clause 40 (Remedies, Waives and Amendments),

then, on such Utilisation Date, such Bank shall make such Advance 
through its Facility Office to the relevant Borrower.

12.2	Certain Funds:  Subject to Clause 24.4 (Clean-up Period), to 
ensure that Bidco has resources available to fulfil its 
obligations under the Offer the Banks agree that in relation to 
(a) any Tranche A Term Advance and any Tranche B Term Advance 
requested during the Certain Funds Period for the purposes 
specified in Clause 3.2 (Purpose of Tranche A Term Facility) or 
3.3 (Purpose of Tranche B Term Facility) and (b) any Revolving 
Advance requested during the Certain Funds Period for the purpose 
specified in Clause 3.4(i) (Purpose of Revolving Facility):

(i)	paragraph (i) of Clause 12.1 (Making of Advances) shall only 
be applicable to the representations in Clause 21.1.1 (Status), 
21.1.2 (Powers), 21.1.3 (Authorisations and Consents), 21.1.4 
(Non-Violation etc.) and 21.1.5 (Obligations Binding); and

(ii)	paragraph (ii) of Clause 12.1 (Making of Advances) shall 
only be applicable to the extent that an Event of Default has 
occurred which is continuing under Clauses 24.1.6 (Insolvency), 
24.1.7 (Moratorium), 24.1.8 (Administrator) or 24.1.10 (Winding-
up), in respect of any Obligor.

13.	Interest Periods

13.1	Periods:  The period for which a Term Advance is outstanding 
shall be divided into successive Interest Periods each of which 
(other than the first) shall start on the last day of the 
preceding such period.

13.2	Duration:  The direction of each Interest Period shall, save 
as otherwise provided herein, be one, two, three or six months 
(or such other duration as the relevant Borrower, the Banks and 
the Agent any agree or (subject to Clause 9.4 (Selection of 
Periods)) as may end on the day of an Interest Period in respect 
of another Advance or, being less than one month, as ends on the 
Final Maturity Date) in each case as the relevant Borrower may by 
notice to the Agent by no later than the specified time select 
Provided that if the relevant Borrower fails to give such notice 
of its selection in relation to an Interest Period, the duration 
of that Interest Period shall be three months, and that if such 
Interest Period would otherwise fall after the Final Maturity 
Date it shall be of such direction as shall end on the Final 
Maturity Date.

14.	Interest

14.1	On Term Advances:  On the last day of each Interest Period 
(and if such Interest Period is of more than six months duration 
on the expiry of each period of six months during such Interest 
Period) the Company shall pay accrued interest on the Term 
Advance to which such Interest Period relates.

14.2	On Revolving Advances:  On the Repayment Date (and on the 
expiry of each period of six months during the Term of any 
Revolving Advance) relating to each Revolving Advance the 
relevant Borrower shall pay accrued interest on the Revolving 
Advance.

14.3	Rate:  The rate of interest applicable to an Advance made by 
a Bank from time to time during an Interest Period relating to 
such Advance or, as the case may be, the Term of such Advance 
shall, subject to Clause 20 (Market Disruption), be the rate per 
annum determined by the Agent to be the sum of:

(i)	LIBOR for such Interest Period or, as the case may be, Term;

(ii)	the applicable Margin; and

(iii)	the Associated Costs Rate applicable thereto.

14.4	Notification of Rates:  The Agent shall promptly notify the 
relevant Borrower and the Banks of each determination of LIBOR 
and Associated Costs Rate made by it pursuant to Clause 14.3 
(Rate) and of any change to the Margin from time to time.

15.	Repayment

15.1	Repayment of Revolving Advances:  The relevant Borrower 
shall repay each Revolving Advance in full on the Repayment Date 
relating thereto.  Any amount so repaid shall remain available 
for reborrowing on the terms and conditions of this Agreement.

15.2	Repayment of Term Advances:  The Company shall repay each 
Term Advance in full on the Final Maturity Date.

15.3	Repayment and Prepayment:  No Borrower shall prepay or repay 
all or any part of any Advance except at the times and in the 
manner expressly provided herein.

PART 6

CHANGE IN CIRCUMSTANCES

16.	Taxes

16.1	Gross-up:  Each payment to be made by an Obligor to any 
Person hereunder shall be made free and clear of and without 
deduction for or on account of United Kingdom Tax unless such 
Obligor is required by law to make such a payment subject to the 
deduction or withholding of such Tax, in which case the sum 
payable by such Obligor in respect of which such deduction or 
withholding is required to be made shall (subject as provided in 
this Clause) be increased to the extent necessary to ensure that, 
after the making of such deduction or withholding, such Person 
receives and retains (free from any liability in respect of any 
such deduction or withholding) a net sum equal to the sum which 
it would have received and so retained had no such deduction or 
withholding been made or required to be made.

16.2	Tax Indemnity:  Without prejudice to the provisions of 
Clause 16.1 (Gross-up), if any Bank, or the Agent on such Bank's 
behalf, is required by law to make any payment on account of 
United Kingdom Tax (other than Tax on Overall Net Income) or 
otherwise on or in relation to any sum received or receivable by 
such Bank or the Agent on such Bank's behalf hereunder, or any 
liability (other than Tax on Overall Net Income) in respect of 
any such payment is imposed, levied or assessed against such Bank 
or the Agent on such Bank's behalf, the Company will (subject as 
provided in this Clause), on demand by the Agent, indemnify such 
Bank against such payment or liability together with any 
interest, penalties and expenses payable or incurred in 
connection therewith.

16.3	Tax Credits:  If any Obligor makes a payment pursuant to 
Clause 16.1 (Gross-up) or 16.2 (Tax Indemnity) for the account of 
any Person and such Person determines in its sole discretion that 
it has received or been granted a credit against or relief or 
remission for, or repayment of, any tax paid or payable by it in 
respect of or calculated with reference to the deduction or 
withholding under Clause 16.1 (Gross-up) or the payment or 
liability under Clause 16.2 (Tax Indemnity) giving rise to such 
payment, such Person 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 such Obligor such amount 
as such Person shall have determined in its absolute discretion 
to be attributable to such deduction or withholding under Clause  
16.1 (Gross-up) or the payment or liability under Clause 16.2 
(Tax Indemnity) and which will leave such Person (after such 
payment) in no better or worse position that it would have been 
in if such Obligor had not been required to make such deduction 
or withholding under Clause 16.1 (Gross-up) or there had been no 
payment or liability under Clause 16.2 (Tax Indemnity) Nothing 
herein contained shall interfere with the right of a Person to 
arrange its tax affairs in whatever manner it thinks fit nor 
oblige any Person to disclose any information relating to its tax 
affairs or any computations in respect thereof.

16.4	Tax Exceptions:  If any Bank:

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

(ii)	as a result an Obligor is required to deduct or withhold 
United Kingdom income tax in respect of payments of interest to 
be made by such Obligor to that Bank under this Agreement or such 
Bank is required to make any payment on account of Tax as 
mentioned in Clause 16.2 (Tax Indemnity),

then such Obligor shall not be liable to pay to such Bank under 
Clause 16.1 (Gross-up) or 16.2 (Tax Indemnity) any amount in 
excess of the amount it would have been obliged to pay if such 
Bank had not ceased to be a Qualifying Lender Provided that this 
Clause 16.4 shall not apply and such Obligor shall be obliged to 
company with its obligations under Clauses 16.1 (Gross-up) and 
16.1 (Tax Indemnity) if after the date hereof;

(a)	there shall have been any change in, or in the 
interpretation or application of, any relevant law or the 
practice of the United Kingdom Inland Revenue and as a result 
thereof the Bank ceases to be a Qualifying Lender; or

(b)	the Bank has transferred its Facility Office in respect of 
the Facility outside the United Kingdom or has become a Bank 
hereunder with a Facility Office in respect of the Facility, in 
each case, with the consent of the Company pursuant to Clause 19 
(Mitigation).

16.5	Tax Certificate:  A Bank intending to make claim pursuant to 
Clause 16.2 (Tax Indemnity) shall, promptly after such Bank 
becomes ware of the circumstances giving rise to such claim, 
deliver to the Company through the Agent a certificate to that 
effect specifying the amount of such claim and setting out in 
reasonable detail the basis of such claim, provided that nothing 
shall require such Bank to disclose any confidential information 
relating to the organisation of its affairs.

16.6	Tax Representations:  Each Bank represents to the Company 
and the Agent that on the date it becomes a party hereto it is a 
Qualifying Lender.  If at any time after such date any such Bank 
is aware that it is, or will become, unable to make that 
representation (for whatever reason), it shall promptly notify 
the Company and the Agent.

17.1	Increased Costs:  If by reason of the introduction after the 
date hereof of any, or any change after the date hereof in any, 
law, rule or regulation or in its interpretation or 
administration and/or compliance with any future request from or 
requirement of any central bank or other fiscal, monetary or 
other authority (whether or not having the force of law but if 
not having the force of law only if compliance is in accordance 
with the general practice of Persons to whom it is intended to 
apply);

(i)	a Bank or any holding company of such Bank incurs a costs 
(including the cost of complying with any reserve, special 
deposit, liquidity, cash or other requirement) as a result of 
such Bank having entered into and/or performing its obligations 
under this Agreement and/or assuming or maintaining its 
Commitments (if any) under this Agreement and/or its having 
outstanding to it one or more Advances or unpaid sums hereunder; 
or

(ii)	a Bank or any holding company of such Bank is unable to 
obtain the rate of return on its capital which it would have been 
able to obtain but for such Bank entering into or assuming or 
maintaining is Commitment or performing its obligations under 
this Agreement; or

(iii)	there is any increase in the cost to a Bank or any 
holding company of such Bank of funding or maintaining all or any 
of the advances comprised in a class of advances formed by or 
including the Advances or to be made by such Bank hereunder,

then the Company shall fro time to time within five business days 
of demand by the Agent, pay to the Agent for the account of that 
Bank amounts equal to, as the case may be:

(a)	such cost or

(b)	such reduction in the rate of return of capital; or

(c)	such increased cost (or such proportion of such increased 
cost as is attributable to its funding or maintaining advances 
hereunder).

17.2	Increased Costs Certificate:  A Bank intending to make a 
claim pursuant to Clause 17.1 (Increased Costs) shall, promptly 
after such Bank becomes aware of the circumstances giving rise to 
such claim, deliver to the Company through the Agent a 
certificate to that effect specifying the event by reason of 
which it is entitled to make such a claim and the amount of such 
claim and setting out in reasonable detail the basis of such 
claim, provided  that nothing shall require such Bank to disclose 
any confidential information in relation to the organisation of 
its affairs.

17.3	Increased Costs Exceptions:  Notwithstanding the foregoing 
provisions of Clause 17, no Bank shall be entitled to make any 
claim under this Clause 17, in respect of:

(i)	any cost, reduction or increased cost as is referred to in 
Clause 17.1 (Increased Costs) to the extent that the same is 
intended to be compensated for by the Associated Costs Rate; or

(ii)	any matter in respect of which the Bank is entitled to be 
compensated under any other provision hereof (or would have been 
so entitled but for the operation of Clause 16.4 (Tax 
Exceptions)); or

(iii)	any cost, reduction or increased cost which results 
from the implementation, as contemplated on the date of this 
Agreement, of the matters set out in the July 1988 report of the 
Basle Committee on Banking Regulations and Supervisory Practices 
entitled "International Convergence of Capital Measurement and 
Capital Standards", the Directive of the Council of the European 
Communities on a Solvency Ratio for Credit Institutions 
(89/647/EEC of 18 December 1989) and/or the Directive of the 
Council of the European Communities on Own Funds of Credit 
Institutions (89/299/EEC of 17 April 1989) or any other Directive 
in force at the date hereof, unless it results from any change 
after the date of this Agreement in, or in the interpretation or 
applicable of, such matters as contemplated on the signing of 
this Agreement; or

(iv)	any cost, reduction or increased cost attributable to such 
Bank, or its holding company, having entered into a commitment to 
a lend to a third party which is at the time of such commitment 
in breach of the relevant law, rule, regulation, request or 
requirement; or

(v)	any cost which is, or is attributable to, any Tax on Overall 
Net Income of a Bank or of any of its holding companies (or Tax 
on Overall Net Income of a division or branch of the Bank or any 
of its holding companies).

18.	Illegality

If at any time it is unlawful, or contrary to any request from or 
requirement of any fiscal, monetary or other authority for a Bank 
to make, fund or allow to remain outstanding all or any of the 
Advances made or to be made by it hereunder then that Bank shall, 
promptly after becoming aware of the same, deliver to the Company 
through the Agent a certificate to that effect and, unless such 
illegality is avoided in accordance with Clause 19 (Mitigation):

(i)	such Bank shall not thereafter be obliged to make Advances 
and the amount of its Commitments shall be reduced to zero; 
and/or

(ii)	each Borrower may, and if the Agent, on behalf of such Bank, 
so requires, shall on such date as such Bank shall have specified 
(being the latest date by which the relevant law requires that 
the same be repaid) repay the outstanding Advances made by such 
Bank to it together with accrued interest thereon.

19.	Mitigation

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

(a)	the reduction of its Commitment to zero pursuant to Clause 
18 (Illegality) pr or

(b)	an increase in the amount of any payment to be made to it 
for its account pursuant to Clause 16.1 (Gross-up); or

(c)	a claim for indemnification pursuant to Clause 16.2 (Tax 
Indemnity) or Clause 17 (Increased Costs),

then, without in any way limiting, reducing or otherwise 
qualifying the rights of such Bank or the obligation of any 
Obligor under any of the Clauses referred to above:

(i)	such Bank shall promptly upon becoming aware of the same 
notify the Agent thereof and, in consultation with the Agent and 
the Company and to the extent that it can do so without prejudice 
to its own position, take reasonable steps to mitigate the 
effects of such circumstances including the transfer (with the 
prior approval of the Company) of its Facility Office or the 
transfer of its rights and obligations hereunder to another 
financial institution acceptable to the Company and willing to 
participate in the Facilities Provided that such Bank shall be 
under no obligation to take any such action if, in the opinion of 
such Bank, to do so would or might have any adverse effect upon 
its business, operations or financial condition; and

(ii)	the Agent and the Banks shall, upon request of the Company, 
enter into negotiations in good faith with the Company in order 
to consider what action, if any, can be taken with a view to re-
arranging the Facilities on a basis which will mitigate the 
effects of such circumstances,

Provided that in no event shall any Bank be required under this 
Clause 19 to attempt to find a way to mitigate the effects of any 
such circumstances for a period in excess of 30 days from the 
date of its notice to the Agent pursuant to paragraph (i) above 
and nor shall the Banks or the Agent be required to continue 
negotiations under paragraph (ii) above for a period in excess of 
30 days from the date of the Company's request under paragraph 
(ii) above.

20.	Market Disruption

20.1	Market Disruption:  If, in relation to any Utilisation 
Request or Interest Period, the Agent is unable (subject to 
Clause 38.2 (No Quotations)) to make any determination of LIBOR 
required to be made by it pursuant to this Agreement by reason of 
the failure of the Reference Banks to supply the necessary 
quotations, then the Agent shall prompt notify the Company and 
the Banks of such event and any relevant Utilisation shall 
proceed and the amount of interest payable in respect of any such 
Advance during the relevant term of such Advance or the relevant 
Interest Period shall be determined in accordance with the 
following provisions of this Clause 20 (Market Disruption).

20.2	Negotiation:  The Agent (on behalf of and after consultation 
with the Banks) shall promptly after giving the notice referred 
to in Clause 20.1 (Market Disruption), negotiate in good faith 
with the Company with a view to agreeing an alternative basis for 
calculating the interest payable on the relevant Advance for the 
relevant period.

20.3	Alternative Basis:  If such an alternative basis as is 
mentioned in Clause 20.2 (Negotiation) is so agreed in writing by 
the Agent (on behalf of and with the consent of an Instructing 
Group) and the Company, it shall take effect in accordance with 
its terms.

20.4	Cost of Funds:  If such alternative basis is not agreed 
pursuant to Clause 30.2 (Negotiation), any such Advance as is 
mentioned in Clause 20.1 (Market Disruption) shall bear interest 
from time to time at the rate per annum determined by the Agent 
to be the sum of:

(i)	the weighted average cost (including the Associated Costs 
Rate) to the Banks in that Instructing Group (each such Bank's 
cost being certified by it to the Company with a copy to the 
Agent and expressed as a rate per annum), of funding such Advance 
for the relevant period from whatever source each such Bank may 
reasonably select; and

(ii)	the applicable Margin.

20.5	Consultation:  The agent (on behalf of all the Banks) agrees 
to consult with the Company at least once every 30 days after the 
occurrence and during the continuance of the circumstances 
specified in the foregoing provisions of this Clause 20 with a 
view to reverting to the normal provisions for the determination 
of the rates of interest applicable to any Advance hereunder.

PART 7

REPRESENTATIONS, COVENANTS AND EVENTS OF DEFAULT

21.	Representations

21.1	Obligors:  Each Obligor represents as follows:

21.1.1	Status:  It is a company duly incorporated under the 
Companies Act 1985 and has the power and authority to own its 
Assets and to conduct the business which it conducts and/or 
proposes to conduct;

21.1.2	Powers:  It has the power to enter into, exercise its 
rights and perform and comply with its obligations under the 
Finance Documents to which it is a party;

21.1.3	Authorisation and Consents:  All action, conditions and 
things required by the laws of England or the terms of any 
License or Licence Undertaking to be taken, fulfilled and done 
(including the obtaining of any necessary Consents, the making of 
registrations and the like) to which it is a party in order:

(i)	to enable it lawfully to enter into, exercise its rights and 
perform and comply with its obligations under the Finance 
Documents to which it is a party;

(ii)	to ensure that those obligations are valid, legally binding 
and enforceable;

(iii)	to ensure that those obligations rank and will at all 
times rank in accordance with Clause 23.1 (Ranking of 
Obligations); and

(iv)	to make each Finance Document admissible in evidence in the 
courts of England,

have been taken, fulfilled and done;

21.1.4	Non-Violation etc.:  Its entry into, exercise of its 
rights and/or performance of or compliance with its obligations 
under the Finance Documents do not and will not violate, or 
exceed any borrowing or other power or restriction granted or 
imposed by:

(i)	any law to which it is subject or any Licence of Licence 
Undertaking; or

(ii)	its Memorandum or Articles of Association or result in the 
existence of, or oblige it to create, any Security over its 
Assets other than under the Finance Documents themselves; or

(iv)	(to an extent or in a manner which has or is likely to have 
a Material Adverse Effect) any agreement to which that Obligor or 
any of its subsidiaries is a party or by which any of its or 
their assets is bound (other than a financing agreement to which 
the Target or any subsidiary of the Target is a party and the 
Indebtedness in respect of which is refinanced prior to the 
Clean-Up Date.

21.1.5	Obligations Binding:  Its obligations under the Finance 
Documents are valid, legally binding and enforceable.

21.2	Company:  The Company represents as follows:

21.2.1	No Default:  No Event of Default or Potential Event of 
Default has occurred and is continuing which has not been 
remedies or waived;

21.2.2	Existing Security:  No Security exists on or over any 
member of the Group's Asses except as permitted by Clause 23.2 
(Negative Pledge);

21.2.3	Litigation:  So far as it is aware, no litigation, 
arbitration or administrative proceeding is current:

(i)	to restrain the entry into, exercise of any of its rights 
under an/or performance or enforcement of or compliance with any 
of its obligations under the Finance Documents; or

(ii)	which has or is likely to have a Material Adverse Effect;

21.2.4	Winding-up:  No meeting has been convened for the 
winding-up or administration of the Company or Bidco, no such 
step is intended by it and, so far as it is aware, no petition, 
application or the like is outstanding for the winding-up or 
administration of it or Bidco;

21.2.5	Full Disclosure:  (Save for any information contained 
in any Information Memorandum) the written material factual 
information supplied by any member of the Group (whilst a member 
of the Group) to the Arranger, the Agent or the Banks in 
connection herewith whether before or after the date hereof is 
true and accurate in all material respects at the time of being 
supplied and it is not aware of any material facts or 
circumstances that have not been disclosed to the Arranger, the 
Agent and the Banks the failure to disclose which would result in 
such information being misleading in any material respect;

21.2.6	Additional Financial Information:  Any projections 
delivered to the Agent prior to the date hereof and initialed by 
the Company and the Agent for the purpose of identification were 
arrived at after careful consideration and were based on 
reasonable assumptions;

21.2.7	Information Memorandum:  (This representation and 
warranty is given only upon issue and approval by the Company of 
an Information Memorandum.)  All material factual information 
contained in the Information Memorandum was true (or, in the case 
of information provided by any Person other than the Company or 
its advisors, was true to the best of its knowledge and belief) 
in all material respects at the date (if any) ascribed thereto in 
the Information Memorandum or (if none) at the date of the 
relevant component of the Information Memorandum.  Any and all 
expressions of opinion or intention and any forecasts and 
projections contained in the Information Memorandum were arrived 
at after careful consideration and were based on reasonable 
assumptions, and the Information Memorandum, taken as a whole, as 
of its date was not misleading in any material respects and did 
not omit to disclose any matter failure to disclose which would 
result in any material information contained in the Information 
Memorandum being misleading in any material respect in the 
context of this Agreement;

21.2.8	Public Information:  The Press Release and Offer 
Document and any other public documents relating to the Offer and 
the Preference Share Offer furnished to the Agent, contain all 
the material terms of the Offer and the Preference Share Offer 
and the Offer Document reflects the terms of the Press Release in 
all material aspects; and

21.2.9	Ownership of Bidco:  Bidco is a wholly-owned subsidiary 
of the Company.

21.3	Clean-up Representations:  On the Clean-up Date the Company 
represents as follows:

21.3.1	Default:  Neither the Company nor any Material 
Subsidiary is in breach of or in default under any agreement to 
which it is party or which is binding on it or any of its Assets 
to an extent or in a manner which has or is likely to have a 
Material Averse Effect;

21.3.2	Environmental Matters:

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

(ii)	So far as it is aware (after due enquiry) no Dangerous 
Substance has been used, disposed of, generated, stored, 
transported, dumped, released, deposited, buried or emitted at, 
on, from or under any site or premises (whether or not owned, 
leased, occupied or controlled by it or any of its subsidiaries 
and including any offsite waste management or disposal location 
utilised by it or any such subsidiary) in circumstances where 
this would be likely to result in the imposition of a liability 
on it which would have a Material Adverse Effect; and

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

21.4	No Commitment:  The Company further represents at the first 
Utilisation Date that save as arises under the Transaction 
Documents and/or in consequence of or, in connection with, the 
Offer or the Preference Share Offer and save also for Offer 
Costs, neither the Company nor Bidco has material commitments or 
Indebtedness;

21.5	Repetition:  Subject to Clause 12.2 (Certain Funds), each of 
the representations in Clauses 21.1 (Obligors), 21.2 (Company) 
and 21.3 (Clean-up Representations) shall (after first being 
made) be deemed to be repeated on the date on which each 
Utilisation Request is delivered hereunder, on each Utilisation 
Date and the first date of each Interest Period by reference to 
the facts and circumstances then existing Provided that:

(a)	the representation set out in Clause 21.2.7 (information 
Memorandum) shall be made only on the date of issue and approval 
by the Company of any Information Memorandum; and

(b)	the representations and warranties set out in Clauses 21.2.1 
(No Default), 21.2.3 (Litigation), 21.2.5 (Full Disclosure) 
insofar as it applied to information supplied prior to the date 
hereof and 21.2.8 (Public Information) shall not be repeated 
after the first Utilisation Date.

21.6	Qualifications to Representations:  The representations in 
Clauses 21.1.3 (Authorisation and Consents) and 21.1.5 
(Obligations Binding) shall (where applicable) be subject, as to 
matters of law only, to the qualifications that enforcement may 
be limited by laws of general application relating to or 
affecting the rights of creditors and general principles of 
equity that the undertakings and indemnities given by the Company 
in Clause 32.3 (Stamp Taxes) may be void under Section 117 of the 
Stamp Act 1891 and that interest provided for under Clause 30 
(Default Interest and Indemnity) may not be recoverable if it 
amounts to a penalty.

22.	Information

The Company undertakes that, so long as any sum remains to be 
lent or remains payable under this Agreement:

22.1	Preparation of Accounts:  It will ensure that all accounts 
to be delivered by it under this Agreement are prepared and 
audited (in the case of its annual accounts) in accordance with 
the Companies Act 1985 and with accounting principles, standard 
and practices generally accepted in the United Kingdom at the 
date hereof (and which are consistent with those applied in the 
preparation of the Original Financial Statements) subject to any 
variations thereto which are not material or, if material, have 
been agreed tin writing by an Instructing Group.

22.2	Audited/Annual Accounts.  To the extent permitted by law or 
generally accepted accounting principles, as soon as available 
and in any event within 120 days after the end of each of its 
financial years (beginning with the current one), it will deliver 
to the Agent enough copies for the Banks of its annual report and 
audited accounts (both consolidated and unconsolidated) as at the 
end of and for that financial year, together with copies of the 
related directors' and auditors' reports.

22.3	Semi-Annual and Quarterly Information.  As soon as available 
and in any event within 60 days after the end of each half year 
and within 45 days after the end of each quarter (other than a 
quarter ending in December for which the period shall be extended 
to 90 days after the end of that quarter) of each of its 
financial years (beginning with the first such period to end 
after the Unconditional Date), it will deliver to the Agent 
enough copies for the Banks of its unaudited accounts (both 
consolidated and unconsolidated) as at the end of and for the 
relevant half year and quarter.

22.4	Regulated Accounts:  At the same time as delivered to the 
Director General pursuant to Condition 2 of Part II of the 
Licence, it will deliver to the Agent enough copies for the Banks 
of the accounting statements delivered to the Director General.

22.5	Information to Creditors:  At the same time as sent to its 
creditors generally, it will deliver to the Agent enough copies 
for the Banks of Any circular, document or other written 
information sent to its creditors as such.

22.6	Events of Default:  It will notify the Agent of the 
occurrence of any Event of Default or any Potential Event of 
Default (and of any action taken or proposed to be taken to 
remedy it) promptly after becoming aware of it.

22.7	Compliance with Financial Ratios:  With each set of accounts 
delivered by it under Clause 22.2 (Audited/Annual Accounts) and 
22.3 (Semi-Annual and Quarterly Information), the Company will 
deliver to the Agent a certificate signed by a director of the 
Company.

22.7.1	confirming compliance with Clause 23.9 (Financial 
Ratios) as at the end of the Relevant Period; and

22.7.2	setting out in reasonable detail and in a form 
satisfactory to the Agent the computations necessary to 
demonstrate such compliance.

22.8	Other Information:  It will deliver to the Agent for 
distribution to the Banks such other information relating to the 
Group's business and financial condition as the Agent (or any 
Bank through the Agent) may from time to time reasonably request.

22.9	Change in Basis:  If, at any time after the date hereof, any 
material changes are made to generally accepted accounting 
principles (the "Existing Basis") then the Company shall notify 
the Agent of such change and, in the absence of any agreement 
between the Company and the Agent (acting on the instructions of 
an Instructing Group) to the contrary, the Company shall ensure 
that the auditors for the time being of the Company provide a 
description of such change and the adjustments which would be 
required to be made to the financial statements so that such 
financial statements reflect the Existing Basis and any reference 
in this Agreement to financial statements delivered hereunder 
shall be construed as a reference to such financial statements as 
adjusted to reflect the Existing Basis.

22.10	Auditors:  Its annual financial statements will be 
audited by an independent firm of public accounts of 
international standing.

22.11	Accounting Reference Date:  It will not change its 
accounting reference date (or that of its subsidiaries) from 31 
March without the prior written consent of the Agent (not to be 
unreasonably withheld or delayed).

22.12	Documents:  The Articles of Association of the Company 
and the Shareholders' Agreement will together with any other 
public documents furnished to the Agent contain all the material 
terms of the agreements and arrangements between the Shareholders 
and the Company (and between the Shareholders and any other 
member of the Group) relating to the Company.

22.13	Other Notification:  It will deliver to the Agent in 
sufficient copies for each of the Banks:

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

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

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

23.	Undertakings

The Company (and, in the case of Clause 23.21 (The Offer) Bidco) 
undertakes that, so long as any sum remains to be lent or remains 
payable under this Agreement:

23.1	Ranking of Obligations:  The payment of obligations of each 
Obligor under this Agreement rank and will at all times rank at 
least equally and rateable in all respects with all its other 
unsecured Indebtedness except for such unsecured Indebtedness as 
would be mandatorily preferred by law.

23.2	Negative Pledge:  It will not, and will ensure that no other 
member of the Group will, create any Security on or over its 
Assets except for:

23.2.1	any Security created under or in connection with or 
arising out of any pooling and settlement agreements (including, 
but without limitation, the Pooling and Settlement Agreement) or 
pooling and settlement arrangements of the electricity supply 
industry or any transactions or arrangements entered into in 
connection with the management of risks relating thereto;

23.2.2	liens arising solely by operation of law or by order of 
a court or tribunal (or by an agreement) of similar effect in the 
ordinary course of business of any member of the Group;

23.2.3	pledges of goods, the related documents of title and/or 
other related documents arising or created in the ordinary course 
of its business as security only for Indebtedness to a bank or 
financial institution directly relating to the goods or documents 
on or over which that pledge exists;

23.2.4	Security arising out of title retention or conditional 
sale provisions in a supplier's standard conditions of supply of 
goods acquired by any member of the Group in the ordinary course 
of its business;

23.2.5	any Security existing at the time of acquisition on or 
over any Asset acquired by any member of the Group after the date 
of this Agreement and not created in contemplation of or in 
connection with that acquisition Provided that the principal 
amount secured thereby is not subsequently increased and such 
Security is discharged within 180 days after that time of 
acquisition;

23.2.6	in the case of a Person which becomes a member of the 
Group after the date of this Agreement any Security existing on 
or over its Assets when it becomes a member of the Group and not 
created in contemplation of or in connection with it becoming a 
member of the Group Provided that the principal amount secured 
thereby is not subsequently increased and such Security is 
discharged within 180 days after the date the relevant Person 
becomes a member of the Group;

23.2.7	any Security on credit balances of any member of the 
Group with a bank or similar financial institution created in the 
ordinary course of such member's banking arrangements in order to 
facilitate the netting of debit and credit balance of such member 
and/or any other member of the Group;

23.2.8	any Security created after the date of this Agreement 
in respect of Indebtedness incurred for the sole purpose of 
refinancing the Facilities in full;

23.2.9	any Security created by a Project Finance Subsidiary or 
over the shares in a Project Finance Subsidiary securing Project 
Finance Indebtedness;

23.2.10  any other Security created or outstanding with the prior 
consent of an Instructing Group; and

23.2.11  any other Security created or outstanding on or over 
Assets of any member of the Group provided that the aggregate 
outstanding principal, capital or nominal amount secured by all 
Security created or outstanding under this exception on or over 
Assets of members of the Group must not at any time exceed 
50,000,000 pounds or its equivalent.

23.3	Disposals:

23.3.1	The Company will procure that Bidco will not sell, 
transfer or otherwise dispose of or cease to exercise control 
over any of the Shares in Target acquired by it.

23.3.2	The Company will not and will ensure that no other 
member of the Group will, sell, transfer, lease out or otherwise 
dispose of (whether in a single transaction or in a series of 
transactions) all or substantially all of its Assets or of any 
part of its Assets.

23.3.3	The following disposals shall (if made on arm's length 
terms) not be taken into account under Clause 23.3.2:

(i)	disposals in the ordinary course of business;

(ii)	disposals on normal commercial terms of obsolete Assets or 
Assets which are no longer required for the carrying on of the 
business for which they were used;

(iii)	the payment of cash as consideration for the 
acquisition of any Asset;

(iv)	the temporary application of funds no immediately required 
in the relevant Person's business in the purchase or making of 
short-term investments, or the realisation of such investments;

(v)	the disposal of Assets by any member of the Group to another 
member of the Group in which the Company owns directly or 
indirectly a corresponding percentage of the ownership interest;

(vi)	other disposals of Assets which are integral to the 
distribution and supply of electricity activities of the Group 
("Core Assets") to the extent that the value of the Core Assets 
disposed of during any financial year of the Company is less than 
20,000,000 pounds and in this exception the value of any Core Assets 
disposed of shall be the value thereof as included in the audited 
consolidated balance sheet of the Company as at the end of the 
relevant financial year or, in the case of a Core Asset which was 
not taken into account for the purposes thereof, its book value 
at the date of disposal;

(vii)	other disposals of Assets not referred to in Clause 
23.3(vi) ("non-core Assets") to the extent that the value of the 
non-core Assets disposed of during any financial year of the 
Company is less than 50,000,000 pounds sterling and in this 
exception the value of any non-core Assets disposed of shall be 
the value thereof as included in the audited consolidated balance 
sheet of the Company as at the end of the relevant financial 
year, or in the case of a non-core Asset which was not taken into 
account for the purposes thereof, its book value at the date of 
disposal;

(viii)	disposals of receivables on arm's length terms up to a 
maximum value of 100,000,000 pounds at any time and in excess of that 
amount provided that the net proceeds of any such excess 
disposals shall be applied in accordance with this Agreement in 
or towards prepayment of Term Advances; and

(ix)	any other disposal to which an Instructing Group shall have 
agreed.

23.4	Business Activities:  It will not, and will ensure that no 
other member of the Group will carry on any business other than 
those conducted on the date hereof or those which are usual for 
electricity companies in the United Kingdom as at the date hereof 
including, without limitation, electricity, distribution, supply 
and generation, electrical goods retailing and business 
activities related to the gas, telecommunications and water 
industries

23.5	Restriction on Distributions:  It will only declare, 
recommend, make or pay any dividend, distribution or payment 
(including by way of redemption, repurchase, defeasance, 
retirement, return or repayment) to any of its Shareholders or 
make any payment (including by way of redemption, repurchase, 
defeasance, retirement, return or repayment) in respect of any 
Subordinated Debt if there exists no Event of Default or material 
Potential Event of Default and no such Event of Default or 
material Potential Event of Default will result from the making 
of such dividend, distribution or payment and either:

(i)	the ratio of Net Debt to Capitalisation of the Group 
(calculated on the basis set out in Clause 23.9 (Financial 
Ratios) at that time is 60% or less and EBITDA of the Group is 
not less than 2.4 times Net Interest Payable (calculated on the 
basis set out in such Clause 23.9 (Financial Ratios)) and it will 
continue to be in compliance with such financial ratios after 
making or paying any such dividend, distribution or payment; or


(ii)	(if it is not in compliance with the financial ratios 
set out in Clause 23.5(i) above) at such time its long 
term corporate debt rating is BBB with Standard & Poors 
Rating Group and Baa2 with Moody's Investors Service, 
Inc.,

	Provided that nothing in this Clause 23.5 shall prohibit the 
payment to Shareholders of amounts due for goods and/or 
services received or provided in the ordinary course of 
business.


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

(A)	the outstanding principal amount from time to time of 
any Utilisation of the Revolving Facility and the 
Overdraft Facility made by such companies;

(B)	the principal amount of all Borrowings of such 
companies outstanding at the Unconditional Date save to 
the extent refinanced by Utilisation of the Revolving 
Facility made by such companies;

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

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

(E)	50,000,000 pounds sterling.

23.7	Compliance with law:  It will, and will ensure that each 
other member of the Group will, comply with the requirements 
of all rules, regulations, orders and other requirements of 
the Secretary of State and the Director General under the 
Act or other law applicable to the conduct of the business 
of the supply or distribution of electricity where failure 
to comply therewith (whether immediately or in the course of 
time) would have a Material Adverse Effect.

23.8	Licence:  One the Target becomes a subsidiary of the Company 
and under its control and in any event no later than 30 days 
after the Target becomes a subsidiary of the Company, it 
will ensure that the Target and any Licenceholder (or any 
other relevant member of the Group) complies in all material 
respects with the terms of the Licence where failure to 
comply therewith (whether immediately or in the course of 
time) would have a Material Adverse Effect.

23.9	Financial Ratios:
23.9.1	The ratio of Net Debt to Capitalisation of the 
Group shall not exceed the following levels at the end 
of each Relevant Period ending during the periods 
indicated below:
		70 per cent	-	until 31 March 2000;
		65 per cent	-	thereafter

23.9.2	The ratio of EBITDA of the Group to Net Interest 
Payable for any period referred to below shall not be 
less than the following amounts for such period:

	2.5:1 for the Relevant Period ending on the last day of 
each the first two full quarterly accounting periods 
following the Unconditional Date;

	2:25:1 for the Relevant Period ending on the last day 
of the third full quarterly accounting period following 
the Unconditional Date;

	2.15:1 for the Relevant Period ending on the last day 
of the fourth full quarterly accounting period 
following the Unconditional Date; and

	2.15:1 for each subsequent Relevant Period.

23.10	Treasury Transactions:  No Obligor will, and each 
Obligor will ensure that none of its subsidiaries will 
without the prior written consent of an Instructing Group, 
enter into any interest rate swap, cap, ceiling, collar or 
floor or any currency swap, futures, foreign exchange or 
commodity contract or option (whether over the counter or 
exchange traded) or any similar treasury transaction, other 
than spot foreign exchange contracts entered into in the 
ordinary course of business, and transactions for the 
hedging of actual or project interest rate, currency and/or 
commodity and/or energy price exposures arising in the 
ordinary course of business activities of such member of the 
Group.

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

(a)	any Borrowing entered into with the prior written 
consent of an Instructing Group;

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

(c)	loans made by one member of the Group to another member 
of the Group;

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

23.12	Mergers: Neither the Company nor Bidco nor the Target 
nor any Licenceholder nor any other Obligor will, and each 
Obligor will procure that no other member of the Group will, 
save with the prior written consent of an Instructing Group 
enter into any merger or consolidation, provided that 
members of the Group other than the Company, Bidco, the 
Target, the Licenceholder and any Obligor may merge or 
consolidate with other such members of the Group.

23.13	Holding Company: Save with the prior written consent of 
an Instructing Group, neither the Company nor Bidco shall 
carry on any business (other than the holding shares in and 
the provision of administrative services to members of the 
Group) or acquire any assets other than cash, or cash 
equivalents or shares which (i) are shares in the Target or 
Bidco, or (ii) are shares in companies which are already 
members of the Group.

23.14	Arm's Length Terms: No Obligor will, and each Obligor 
will procure that no other member of the Group will, enter 
into any material transaction with any Person otherwise than 
on arms length terms, save with the prior written consent of 
an Instructing Group, and save for (i) loans made by one 
member of the Group to another member of the Group which are 
expressly permitted hereunder, (ii) disposals by one member 
of the Group to another member of the Group expressly 
permitted hereunder, (iii) transactions entered into on 
terms more favourable to a member of the Group than would 
have been the case had the transaction been entered into on 
arms length terms, and (iv) other transactions (including 
the issue of Subordinated Debt as and to the extent 
permitted hereunder) expressly permitted by this Agreement.

23.15	Constitutional Documents: No Obligor will, and each 
Obligor will procure that no other member of the Group will, 
save with the prior written consent of an Instructing Group 
or as required by law, amend or seek or agree to amend or 
replace the memorandum or articles of association other 
constitutional documents or by-laws of any member of the 
Group or the Shareholders' Agreement in any way which would 
likely materially and adversely to affect the interests of 
the Banks under the Finance Documents.

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

23.17	Consents: Each Obligor will, and will procure that each 
other member of the Group will, obtain, promptly renew from 
time to time and maintain in full force and effect, and if 
so requested promptly furnish certified copies to the Agent 
of all such material authorisations, approvals, consents, 
licences and exemptions as may be required under any 
applicable law or regulation or under the Licence or any 
Licence Undertaking:

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

(ii)	to carry on its business as it is being conducted from 
time to time where failure to obtain, renew or maintain 
any such authorisation, approval, consent, licence or 
exemption or non-compliance with the terms of the same 
would have a Material Adverse Effect.
23.18	Syndication: The Company shall ensure that all members 
of the Group will provide reasonable assistance to the Agent 
and the Arranger in the sub-underwriting and syndication of 
the Facilities (including, without limitation, by making 
management available for the purpose of making presentations 
to, or meeting with, potential lending institutions and in 
the preparation of the Information Memorandum for 
syndication of the Facilities and comply with all reasonable 
requests for information from potential syndicate members 
made through the Facility Agent or the Arranger.

23.19	Revocation or Modification of Licence: The Company will 
procure that the Target, (once it has become a subsidiary of 
the Company and under its control and in any event no later 
than 30 days after the Target becomes a subsidiary of the 
Company), and any and each other Licenceholder shall not 
consent, without the prior written consent of an Instructing 
Group, to any revocation of its Licence or to any material 
modification to the terms thereof if such modification, in 
the reasonable opinion of an Instructing Group, would have 
(whether immediately or prior to the Final Maturity Date) a 
Material Adverse Effect.

23.20	Licence Undertakings: The Company will consult with the 
Original Banks with regard to the terms of any Licence 
Undertaking which it or any holding company of it or the 
Target may be required to give to the Director General or 
the Secretary of State in connection with the Offer and will 
not give and will procure that such holding company and 
(once it has become a subsidiary of the Company and under 
its control and in any event no later than 30 days after the 
Target becomes a subsidiary of the Company) the Target will 
not give any such Licence Undertaking without the prior 
consent of an Instructing Group (such consent not to be 
unreasonably withheld).

23.21	The Offer:

(a)	Bidco undertakes that:

(i)	without the prior agreement of an Instructing 
Group, (the agreement of an Instructing Group 
being conclusively evidenced by a written notice 
from the Agent to Bidco with a copy to C.S. First 
Boston Limited as financial advisers to Bidco) 
Bidco will not:

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

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

(C)	issue any press release or other publicity 
which makes reference to the Facilities, the 
Arranger, the Agent or to some or all of the 
Banks unless the publicity is required by law 
or by the Code (in which case Bidco shall 
notify the Agent thereof as soon a 
practicable upon becoming aware of the 
requirement);

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

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

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

(A)	if Bidco wishes to waive, withdraw or agree 
or decide not to enforce the condition and an 
Instructing Group agrees, (or does not make 
through the Agent the statement set out in 
(B) below) Bidco may do so;

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

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

(ii)	In relation to condition (e) (as set out 
in such Appendix) Bidco shall disclose 
to the Agent the terms of all 
undertakings and assurances sought by 
the Director General as referred to 
therein and proposed to be given.

23.22	Environmental Matters: The Company will and will 
procure that each member of the Group will:

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

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

23.23	Insurance: It will procure that each member of the 
Group maintains insurance on and in relation to its business 
and assets with reputable underwriters or insurance 
companies against such risks and to such extent as it usual 
for companies carrying on a business such as that carried on 
by such member of the Group.

23.24	Target's Facilities: The Company will procure that one 
Target has become a subsidiary of the Company and under its 
control and in any event no later than 30 days after the 
time it has become a subsidiary of the Company any undrawn 
commitment under the existing revolving credit and working 
capital facilities of the Target or any of its subsidiaries 
will be canceled and any outstanding indebtedness thereunder 
will be refinanced as promptly as possible in accordance 
with the terms of the relevant agreement and in any event 
prior to the Clean-up Date.

24.	Default

24.1	Event of Default: The following are Events of Default:

24.1.1	Non-Payment: An Obligor does not pay in the manner 
provided in this Agreement any sum payable under it 
when due Provided that this clause shall not apply to 
unpaid amounts which are paid in full within 5 days of 
the due date.

24.1.2	Breach of Representation: Any representation or 
warranty by an Obligor in this Agreement or in any 
document delivered under it is or proves to have been 
incorrect, in any material respect, when made or deemed 
to be made or repeated by reference to the facts and 
circumstances then subsisting and, if the circumstances 
causing such misrepresentation are capable of remedy 
within such period, such Obligor shall have failed to 
remedy such circumstances within 28 days after receipt 
by the relevant Obligor of written notice from the 
Agent to such Obligor requiring the circumstances 
causing such misrepresentation to be remedied;

24.1.3	Breach of Financial Ration Obligations: The 
Company fails to comply with any provision of Clause 
23.9 (Financial Ratios) and the appropriate ration is 
not achieved within 28 days after notice of that 
default has been given to it by the Agent.

24.1.4	Breach of Other Obligation: An Obligor does not 
perform or comply with any one or more of its other 
obligations under any Finance Document and, if that 
default is capable of remedy, it is not remedied within 
28 days after notice of that default has been given to 
it by the Agent.

24.1.5	Cross Default/Acceleration: Any Borrowings of any 
member of the Group become due and payable before their 
normal maturity or are placed on demand or any 
commitment for or underwriting in respect of a facility 
for Borrowings granted to a member of the Group is 
canceled or suspended (in each case by reason of the 
occurrence of an event of default however 
characterised) or any Borrowings of a member of the 
Group are not paid when due (or, in the case of demand 
facilities, within 5 business days of their due date) 
(whether falling due by demand, at schedule maturity or 
otherwise) or within any applicable grace period.  
However, no Event of Default will occur under this 
Clause 24.1.5 unless and until the aggregate amount of 
Borrowings in respect of which one or more of the 
events mentioned above in this Clause 24.1.5 has 
occurred and exceeds 25,000,000 pounds sterling or its 
equivalent.

24.1.6	Insolvency: An Obligor or a Material Subsidiary is 
insolvent or unable to pay its debts, stops or suspends 
payment of its Indebtedness or proposes or makes a 
general assignment or an arrangement or composition 
with or for the benefit of its creditors.

24.1.7	Moratorium: A moratorium in respect of all or any 
debts of an Obligor or any Material Subsidiary or a 
composition or an arrangement with creditors generally 
of an Obligor or any Material Subsidiary or any other 
arrangement whereby its affairs and/or assets are 
submitted to the control of or are protected from its 
creditors is applied for, ordered or declared.

24.1.8	Administrator: An application is made for the 
appointment of an administrator (as such term is used 
in the Insolvency Act 1986) or similar official in 
relation to an Obligor or any Material Subsidiary (and 
such application is not withdrawn, discharged or stayed 
within 21 days of being made) or an effective 
resolution is passed by the directors or shareholders 
or an Obligor of any Material Subsidiary for such an 
application to be made or an administrator, receiver or 
administrative receiver is appointed in respect of an 
Obligor or any Material Subsidiary.

24.1.9	Enforcement Proceedings:  A distress, attachment, 
execution or other legal process is levied, enforced or 
sued out on or against the Assets of an Obligor or a 
Material Subsidiary having an aggregate value of 
25,000,000 pounds sterling save where (i) the relevant 
member is, in good faith, contesting the distress, 
execution, attachment, sequestration or other process 
by appropriate proceedings diligently pursued and (ii) 
an Instructing Group acting reasonably are satisfied 
that the ability of an Obligor to comply with its 
obligations under the Finance Documents will not be 
materially and adversely affected whilst such distress, 
execution, attachment, diligence or other process is 
being so contested.

24.1.10	Winding-up: An order is made or an effective 
resolution is passed or any legal proceedings are 
initiated or are consented to by an Obligor or a 
Material Subsidiary or any petition shall be presented 
or legal proceedings commenced by any person (and not, 
where that person is unconnected with that member of 
the Group save for being a creditor of such member, 
discharged or stayed within 21 days in the case of both 
legal proceedings and such petition) for the winding-
up, termination of existence, dissolution or other like 
process of an Obligor or a Material Subsidiary or any 
of them ceases to carry on all or a substantial part of 
its business except for the purpose of and followed by 
a reconstruction, amalgamation, reorganisation, merger 
or consolidation on terms approved by an Instructing 
Group and save as may result from any disposal of 
assets permitted by the terms of this Agreement or any 
solvent liquidation, dissolution or winding-up of any 
of the Group (not being an Obligor) which would have a 
Material Adverse Effect.

24.1.11	Ownership of Target: At any time after the Clean-
up Date less than 75% of the Ordinary Shares in the 
Target are owned by the Company.

24.1.12	Control: Without the prior written consent of an 
Instructing Group, CalEnergy Company, Inc. shall cease 
to own directly or indirectly at least 50.1% of all 
classes of share capital in the Company.

24.1.13	Licence:

(i)	The Licence is revoked or surrendered or ceases to 
be held by the Target or a wholly-owned subsidiary 
of the Target or Bidco other than in circumstances 
which permit the Target or such wholly-owned 
subsidiary to carry on the distribution business 
of the Target substantially as envisaged at the 
date of this Agreement either without the Licence 
as a result of any change in the Act or with a new 
public electricity supply licence issued to such 
person under the Act whose terms are not 
materially less favourable than those of the 
Licence.

(ii)	The License or any substitute licence contemplated 
by a sub-paragraph (i) above is materially 
modified in any manner which in the reasonable 
opinion of an Instructing Group would have 
(whether immediately or overtime) a Material 
Adverse Effect.

24.1.14	Compliance with Act: The Licenceholder fails to 
comply with a final order (within the meaning of 
Section 25 of the Act) or with a provisional order 
(within the meaning of that section) which has been 
confirmed under that section and in either case which 
has not been revoked under that section or the validity 
of which has not been questioned under Section 27 of 
the Act.

24.1.15	Pooling and Settlement Agreement: Any notice 
requiring Target to cease to be a party to the Pooling 
and Settlement Agreement is given to Target under 
Clauses 60.1.3 or 60.2.2 of the Pooling and Settlement 
Agreement.

24.1.16	Expropriation:  The authority or ability of the 
Company or Target or the Licenceholder to conduct its 
business is wholly or substantially curtailed by any 
expropriation to renationalisation by or on behalf of 
any governmental authority.

24.2	Cancellation/Acceleration: If at any time and for any reason 
(and whether within or beyond the control of any party to 
this Agreement) any Event of Default has occurred then at 
any time thereafter, subject to Clause 24.3 (Suspension of 
Rights), if any such Event of Default is continuing, the 
Agent, if so instructed by an Instructing Group, shall be 
notice to the Company declare:

24.2.1	the Commitments to be cancelled, whereupon they 
shall be cancelled; and/or

24.2.2	all Advances, all unpaid accrued interest and fees 
and any other sum then payable under this Agreement to 
be immediately due and payable or payable on demand, 
whereupon they shall become to due and payable or 
payable on demand (in which latter case the Agent may 
at any subsequent time make a demand at which point all 
such sums shall become due and payable),

	Provided that until the Clean-up Date the Events of Default 
set out in Clause 24.1.4 (Breach of other Obligations) shall 
not apply to Target or any of its subsidiaries and the Event 
of Default set out in Clauses 24.1.5 to 24.1.10 shall not 
apply in respect of any subsidiary of Target.

24.3	Suspension of Rights: Prior to the end of the Certain Funds 
Period, unless an Event of Default has occurred which is 
continuing under Clauses 24.1.6 (Insolvency), 24.1.7 
(Moratorium), 24.1.8 (Administrator), 24.1.10 (Winding-up) 
in respect of an Obligor or a breach of any of the 
representations set out in Clauses 21.1.1, (Status), 21.1.2 
(Powers), 21.1.3 (Authorisations and Consents), 21.1.4 (Non-
Violation) and 21.1.5 (Obligations Binding) has occurred in 
respect of an Obligor none of the Banks shall be entitled to 
exercise any rights of rescission or other remedy or be 
entitled to terminate or cancel the Facilities or require 
repayment of any Advance or refuse to make any Advance in 
consequence of any of the representations and warranties set 
out herein being or being proved to have been incorrect in 
any respect or the Company or Bidco having failed to 
perform, observe or comply with any of its covenants or 
other obligations or agreements herein or the occurrence of 
any Event of Default or Potential Event of Default.

24.4	Clean-up Period: Subject to Clause 24.3, if during the 
period from the Unconditional Date to the Clean-up Date any 
Potential Event of Default shall exist which consists of, or 
is a direct consequence of any event or circumstance which 
occurred in relation to Target or any of its Subsidiaries 
(or its or any of their business, assets or liabilities) on 
or before the Unconditional Date, then the following shall 
apply:

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

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

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

24.4.2	that Potential Event of Default shall not 
constitute an Event of Default, and the Agent shall not 
with respect to that Potential Event of Default (but, 
for the avoidance of doubt, no so as to restrict the 
Agent's rights to take such action with respect to any 
other Event of Default which is not a Potential Event 
of Default) be entitled to take any of the actions set 
out in Clause 24.2 (Cancellation/Acceleration), until 
(assuming that the Potential Event of Default is then 
continuing) the Clean-up Date.

	Provided that (i) the foregoing shall not apply with respect 
to any Potential Event of Default under any of the following 
Clauses:

	24.1.1 (Non-Payment);
	24.1.6 (Insolvency);
	24.1.7 (Moratorium);
	24.1.8 (Administrator);
	24.1.10 (Winding-up);
	24.1.12 (Control);
	24.1.13 (Licence);
	24.1.14 (Compliance with Act);
	24.1.15 (Pooling and Settlement Agreement); or
	24.1.16 (Expropriation),

	irrespective of whether or not that Potential Event of 
Default occurred in consequence of any event or circumstance 
which occurred before the Unconditional Date, and (ii) any 
Potential Event of Default shall nevertheless constitute a 
Potential Event of Default for the purposes of a drawing 
under the Revolving Facility other than a drawing for the 
purposes set out in Clause 3.2 after the Clean-up Date. 

Part 8
Guarantee

25.	Guarantee

25.1	Guarantee from the Company: The Company unconditionally and 
irrevocably guarantees that, if for any reason any other 
Borrower does not pay any sum payable by it under the 
Revolving Facility by the time, on the date and otherwise in 
the manner specified in this Agreement (whether on the 
normal due date, on acceleration or otherwise), the Company 
will pay that sum within 5 business days of demand by the 
Agent (acting on instructions from an Instructing Group).

25.2	Guarantee from Bidco: Bidco unconditionally and irrevocably 
guarantees that, if for any reason the Company does not pay 
any sum payable by it under this Agreement by the time, on 
the date and otherwise in the manner specified in this 
Agreement (whether on the normal due date, on acceleration 
or otherwise) Bidco will pay that sum within 5 business days 
of demand by the Agent (acting on instructions of an 
Instructing Group).

25.3	Guarantor as Principal Debtor: As between each Guarantor and 
the other parties to this Agreement but without affecting 
any other Borrower's or, as the case may be, the Company's 
obligations, each Guarantor shall be liable under this 
Clause 25 as if it were the sole principal debtor and not 
merely a surety.  Accordingly, neither Guarantor shall be 
discharged, nor shall its liability be affected, by anything 
which would not discharge it or affect its liability if it 
were the sole principal debtor (including:

(i)	any time, indulgence, concession, waiver or consent at 
any time given to any other Borrower or, as the case 
may be, the Company or any other Person;

(ii)	any amendment or supplement to any other provision of 
this Agreement or to any Security or other guarantee;

(iii)	the making or absence of any demand on any other 
Borrower or, as the case may be, the Company or any 
other Person for payment;

(iv)	the enforcement or absence of enforcement of this 
Agreement or of any Security or other guarantee;

(v)	the taking, existence or release of any Security or 
other guarantee;

(vi)	the winding-up of any other Borrower or, as the case 
may be, the Company or any other Person, or any step 
being taken for such winding-up; or

(vii)	the illegality, invalidity or unenforceability of, 
or any defect in, any provision of this Agreement or 
any Security or other guarantee or any of the 
obligations of any of the parties under or in 
connection with this Agreement or any Security or other 
guarantee.

25.4	Each Guarantor's Obligation Continuing: Each Guarantor's 
obligations under this Part 8 are and will remain in full 
force and effect by way of continuing security until no sum 
remains to be lent under this Agreement and the Agent, the 
Arranger and the Banks have irrevocably received or 
recovered all sums payable under this Agreement.  
Furthermore, those obligations of each Guarantor are 
additional to, and not instead of, any Security or other 
guarantee at any time existing in favour of any Person, 
whether from a Guarantor or otherwise, and may be enforced 
without first having recourse to any other Borrower or, as 
they case may be, the Company, any other Person, any 
Security or any other guarantee.  Each Guarantor irrevocably 
waives any requirement for any notices or (except as 
required by Clauses 25.1 (Guarantee from the Company) and 
25.2 (Guarantee from Bidco)) demands of any kind.

25.5	Exercise of each Guarantor's Rights:  So long as any sum 
remains to be lent or remains payable under this Agreement:

(i)	any right of a Guarantor, by reason of the performance 
of any of its obligations under this Clause 25, to be 
indemnified, in the case of the Company, by any other 
Borrower and, in the case of Bidco, by the Company, to 
prove in respect of any liability in the winding-up of 
any other Borrower or, as the case may be, the Company 
or to take the benefit of or enforce any Security or 
other guarantee shall (and shall only) be exercised and 
enforced in such manner and on such terms as the Agent 
(acting on instructions from an Instructing Group) may 
require; and

(ii)	any amount received or recovered by a Guarantor (a) as 
a result of any exercise of any such right or (b) in 
the winding-up of any other Borrower or, as the case 
may be, the Company shall be held on trust for the 
Agent, the Arranger and the Bank and immediately paid 
to the Agent.

25.6	Avoidance of Payments:  Each Guarantor shall on demand 
indemnify the Agent, the Arranger and each Bank against any 
funding or other cost, loss, expense or liability (including 
loss of Margin) sustained or incurred by the Agent or, as 
the case may be, the Arranger or that Bank as a result of it 
being required for any reason (including any bankruptcy, 
insolvency, winding-up or similar law of any jurisdiction) 
to refund all or part of any amount received or recovered by 
it in respect of any sum payable by any other Borrower or, 
as the case may be, the Company under this Agreement and 
shall in any event pay to the Agent or, as the case may be, 
the relevant Arranger or Bank on demand the amount so 
refunded by it.

25.7	Suspense Accounts:  For the purpose of enabling the Agent, 
the Arranger or any Bank to maximise its recoveries in any 
actual or potential winding-up, any amount received or 
recovered by the Agent, the Arranger or any Bank in respect 
of any sum payable by any other Borrower or, as the case may 
be, the Company under this Agreement may be placed by the 
recipient in an interest bearing suspense account.  That 
amount may be kept there (with any interest earned being 
credited to that account) unless and until the recipient is 
reasonably satisfied that it is not obliged to pay any 
further sum under this Agreement and that it has irrevocably 
received or recovered its share of the Advances, all 
interest accrued thereon and any other sums payable to it 
under this Agreement.

25.8	Indemnity:  As separate, independent and alternative 
stipulations, each Guarantor unconditionally and irrevocably 
agrees:

(i)	that any sum which, although expressed to be payable by 
any other Borrower or, as the case may be, the Company 
under this Agreement, is for any reason (whether or not 
now existing and whether or not now known or becoming 
known to any party to this Agreement) not recoverable 
from the relevant Guarantor on the basis of a guarantee 
shall nevertheless be recoverable from it as if it were 
the sole principal debtor and shall be paid by it to 
the Agent on demand; and

(ii)	as a primary obligation to indemnify the Agent, the 
Arranger and each Bank against any loss suffered by it 
as a result of any sum expressed to be payable by any 
other Borrower or, as the case may be, the Company 
under this Agreement not being paid by the time, on the 
date and otherwise in the manner specified in this 
Agreement or any payment obligation of any other 
Borrower or, as the case may be, the Company under this 
Agreement being or becoming void, voidable or 
unenforceable for any reason (whether or not now 
existing and whether or not now known or becoming known 
to any party to this Agreement), the amount of that 
loss being the amount expressed to be payable by any 
other Borrower or, as the case may be, the Company in 
respect of the relevant sum.

25.9	As used in this Clause 25 "Guarantor" means with respect to 
the obligations of any other Borrower which are guaranteed 
pursuant to Clause 25.1, the Company and with respect to the 
obligations of the Company which are guaranteed pursuant to 
Clause 25.2, Bidco.

PART 9

PAYMENTS

26.	Currency of Account

	Sterling is the currency of the account and payment for each 
and every sum due from each Obligor under this Agreement.

27.	Payments

27.1	Payments to the Agent:  Except as otherwise specifically 
stated herein, on each date upon which this Agreement 
requires an amount to be paid by an Obligor or any Bank, 
such Obligor or such Bank shall make the same available to 
the Agent by payment in sterling in cleared funds direct to 
such account as the Agent may from time to time have 
specified for this purpose.

27.2	Payments by the Agent: Subject to Clause 27.4 (Clawback) 
each payment received by the Agent pursuant to Clause 27.1 
(Payments to the Agent) for the account of another Person 
shall be made available by the Agent to such account of such 
Person with a bank in London as such Person shall have 
previously notified the Agent.

27.3	No Set-Off: All payments made by an Obligor under this 
Agreement shall be made free and clear of and without any 
deduction for or on account of any set-off or counterclaim 
except only Taxes to which the provisions of Clause 16.1 
(Gross-up) apply.

27.4	Clawback: Where a sum is to be paid hereunder to the Agent 
for the account of another Person, the Agent shall not be 
obliged to make the same available to that other Person 
until it has been able to establish to its satisfaction that 
it has actually received such sum, but if it does so and it 
proves to be the case that it had not actually received the 
sum it paid out, then the Person to whom such sum was so 
made available shall on request refund the same to the 
Agent, together with an amount sufficient to indemnify the 
Agent against any cost or loss it may have suffered or 
incurred by reason of its having paid out the sum in 
question prior to its having received the same.

27.5	Repayment on a business day: If any payment falls to be made 
hereunder on a day which is not a business day such payment 
shall be made on the next business day.

28.	Redistribution of Payments

28.1	Sharing: If (a) immediately following the Final Maturity 
Date or (b) on any earlier date after the Commitments of all 
the Banks have been reduced to zero, the principal amount 
outstanding to a Bank hereunder and under any Overdraft 
Facility which had a Commitment immediately prior to the 
reduction of its or all Commitments to zero (a "Sharing 
Bank") does not bear  the same proportion to the aggregate 
principal amount outstanding to all the Sharing Banks 
hereunder and under any Overdraft Facility as such Sharing 
Bank's Commitment bore (immediately prior to the reduction 
of its or all the Commitments to zero) to the Total 
Commitments at such time then each Sharing Bank shall, upon 
being so notified by the Agent, promptly pay the Agent (for 
distribution to the other Sharing Banks) such amount as is 
necessary to ensure that, after taking account of all 
distributions amongst the Sharing Banks pursuant to this 
Clause 26.1, the aforesaid ratios are the same.  Provided 
that for these purposes any reduction in Commitment pursuant 
to Clause 4.2 (Overdraft Facility) shall be ignored in 
making any distribution referred to above.

28.2	Memorandum Account: Each Sharing Bank shall open a 
memorandum account in respect of each currency for the 
purposes of Clause 28.1 (Sharing) and each Sharing Bank 
shall credit or, as the case may be, debit amounts to or 
form such memorandum account in respect of the receipt or, 
as the case may be, payment of amounts paid pursuant to 
Clause 28.1 (Sharing).

28.3	Adjustments: All amounts received or recovered by each of 
the Sharing Banks in respect of interest on the principal 
amount outstanding hereunder or under any Overdraft Facility 
shall be shared amongst each Sharing Bank by reference to 
such Sharing Bank's principal amount outstanding but 
adjusted to take account of all credits and debits made to 
its memorandum account pursuant to Clause 28.2 (Memorandum 
Account).

28.4	Minimisation: Each of the Sharing Banks hereby agrees that:

(i)	it will take all reasonable steps (in consultation with 
the Agent and the other Sharing Banks) to minimise all 
amounts owing to it hereunder; and

(ii)	it will inform the Agent from time to time of all 
amounts owing to it hereunder.

28.5	Rights Contractual: It is hereby agreed that any rights and 
obligations of the Sharing Banks arising in respect of any 
payments to be made or received by any of them under this 
Clause 28 are their contractual rights and obligations 
against, or to, each other and nothing herein is intended 
to, nor shall it be construed so as to, constitute an 
assignment or other transfer of any proprietary right or 
interest (whether legal or beneficial) to or in any debt or 
other obligation of any Obligor.

28.6	Partial Payments: Without prejudice to the other provisions 
of this Clause 28, if the Agent shall receive from an 
Obligor funds which are insufficient to satisfy in full the 
obligations of such Obligor under this Agreement then due to 
be discharged, the Agent shall allocate the funds so 
received in or towards discharging the amounts then so due 
from such Obligor under this Agreement pro rata to the 
amounts of such obligations and each party hereto 
irrevocably authorises and directs the Agent so to act.

28.7	Appropriation: No Obligor shall be entitled to make any 
designation or appropriation of the application of funds in 
the circumstances referred to in Clause 28.6 (Partial 
Payments).

29.	Netting of Payments and Set-Off

29.1	Netting:  If on any Utilisation Date:

(i)	a Bank is required to make an Advance to a Borrower 
hereunder; and
(ii)	such Borrower is due to prepay or repay an Advance (or 
part thereof) that that Bank, then the Agent may 
(without prejudice to the relevant Borrower's 
obligation to make the payment in question pursuant to 
this Agreement prior to any application pursuant to 
this Clause) apply any amount payable by such Bank to 
such Borrower on that Utilisation Date in respect of 
Advances to be made to such Borrower, in or towards 
satisfaction of the amounts payable by such Borrower to 
such Bank on such Utilisation Date.

29.2	Set-Off: Each Obligor authorises each Bank to apply any 
credit balance to which such Obligor is entitled on any 
account with such Bank in satisfaction of any sum due and 
payable by such Obligor to such Bank hereunder but unpaid; 
for this purpose each Bank is authorised to purchase with 
the monies standing to the credit of any such account other 
currencies as may be necessary to effect such application 
(but so that noting in this Clause 29.2 shall be effective 
to create a charge).  No Bank shall be obliged to exercise 
any right given to it by this Clause 29.2.


PART 10

DEFAULT INTEREST AND INDEMNITY

30.	Default Interest and Indemnity

30.1	Default Interest Periods: If any sum due and payable by an 
Obligor under this Agreement is not paid on the due date, 
the period beginning on such due date and ending on the date 
upon which the obligation of such Borrower to pay such sum 
(the balance thereof for the time being unpaid being herein 
referred to as an "unpaid sum") is discharged shall be 
divided into successive periods, each of which (other than 
the first) shall start on the last day of the preceding such 
period and the duration of each of which shall be selected 
by the Agent but shall not exceed three months.

30.2	Default Interest: During each such period relating thereto 
as is mentioned in Clause 30.1 (Default Interest Periods) 
(as well after as before judgment) an unpaid sum shall bear 
interest at the rate per annum which is the sum of the 
applicable Margin at such time, 1% and LIBOR (plus the 
Associated Costs Rate) on the Quotation Date for such period  
Provided that;

30.2.1	if for any such period LIBOR cannot be determined, 
then the rate of interest applicable to such unpaid sum 
shall be the sum of the applicable Margin at such time, 
1% per annum, the Associated Costs Rate and the rate 
per annum determined by the Agent to be equal to the 
arithmetic mean of the costs to each of the Reference 
Banks of obtaining deposits from such sources as it may 
reasonably select; and

30.2.2	if such unpaid sum is all or part of an Advance 
which became due and payable on a day other than the 
last day of the Term thereof, or, as the case may be, 
an Interest Period relating thereto, the first such 
period applicable thereto shall be of a duration equal 
to the unexpired portion of the Term thereof, as the 
case may be, Interest Period relating thereto and the 
rate of interest applicable thereto during such period 
shall be that which exceeds by 1% per annum the rate 
applicable to it immediately before it fell due.

30.3	Payment of Default Interest: Any interest payable which 
shall have accrued on any unpaid sum due from an Obligor 
shall be due and payable and shall be paid by such Borrower 
to the Agent for the account of the party entitled thereto 
at the end of the period by reference to which it is 
calculated.

30.4	Break Costs: Notwithstanding any other provision of this 
Agreement, if any Bank or the Agent on its behalf receives 
or recovers all or part of any Advance made by such Bank 
otherwise than on the last day of the Term thereof or, as 
the case may be, an Interest Period relating thereto, the 
Company shall pay to the Agent on demand for the account of 
such Bank an amount equal to the amount (if any) by which 
(i) the additional interest (excluding any part of that 
interest which would represent Margin) which would have been 
payable on the amount so received or recovered had it been 
received or recovered on the last day of the Term thereof 
or, as the case may be, the current Interest Period relating 
thereto exceeds (ii) the amount of interest which in the 
opinion of the Agent would have been payable to the Agent on 
the last day of the term thereof or, as the case may be, the 
current Interest Period relating thereto in respect of a 
deposit equal to the amount so received or recovered placed 
by it with a prime bank in London for a period starting on 
the business day following the date of such receipt or 
recovery and ending on the last day of the Term thereof or, 
as the case may be, the current Interest Period relating 
thereto.

30.5	Default Indemnity:  The Company undertakes to indemnify:

30.5.1	each of the Banks, the Arranger and the Agent 
against any cost, loss or expense, including legal 
fees, which any of them may sustain or incur as a 
consequence of any default by an Obligor in the 
performance of any of the obligations expressed to be 
assumed by it in any Finance Document; and

30.5.2	each Bank against any loss it may sustain or incur 
as a result of its funding an Advance requested by a 
Borrower hereunder but not made by reason of the non-
fulfilment of one of the conditions to the making of 
that Advance as set out in Clause 12.1 (Making of 
Advances).

	Any Person intending to make a claim pursuant to this Clause 
30.5, shall promptly after such Person becomes aware of the 
circumstances giving rise to such claim, deliver to the 
Company through the Agent a certificate to that effect 
specifying the event by reason of which it is entitled to 
make such claim and the amount of such claim provided that 
noting shall require such Person to disclose any 
confidential information relating to the organisation of its 
affairs and the Company shall pay such amount to the Agent 
for the account of such Person within 3 business days of 
receipt of such certificate.

30.6	Unpaid Sums as Advances: Any unpaid sum shall (for the 
purposes of this Clause 30 and Clause 17.1 (Increased 
Costs)) be treated as an advance and accordingly in this 
Clause 30 and Clause 17.1 (Increased Costs), "Advance" 
includes any unpaid sum and "Interest Period" in relation to 
an unpaid sum includes each such period mentioned in Clause 
30.1 (Default Interest Periods).

30.7	Acquisition Indemnity:

30.7.1	Indemnity: The Company shall indemnify the 
Arranger, the Agent and each Bank (each an "Indemnified 
Party") from time to time within 5 business days of 
demand of the Indemnified Party, from and against all 
losses, liabilities, claims, costs or expenses 
(including legal fees) which the relevant Indemnified 
Party may suffer or incur( except to the extent that 
the same result from the negligence or willful 
misconduct of that Indemnified Party) arising out of 
the Offer or the Preference Share Offer (whether or not 
made) or any acquisition by Bidco or any Person acting 
in concert with Bidco of any Shares or Preference 
Shares or arising out of any use of the proceeds of any 
Advance.  It is agreed that:

(a)	each Indemnified Party shall notify the Company in 
reasonable detail of any potential claim by it or 
its directors, officers or employees on the 
Company under this Clause 20.7.1 promptly upon its 
becoming aware of that potential claim; and

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

(c)	any payments required to be made by reason of this 
indemnity shall be in addition to any other 
amounts provided for in the finance Documents or 
agreement to be paid in respect of the Facilities.

30.7.2	Provisions of Opinions and Process: The Arranger, 
the Agent and each Bank shall give promptly to the 
Company such details and copies of all opinions and 
process served concerning (or concerning the 
circumstances giving rise to) any claims, damages, 
liabilities, costs and expenses which may form the 
basis of any claim by it on the Company hereunder, as 
the Company may reasonably request.

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

30.7.4	Non-Disclosure: Notwithstanding the foregoing 
provisions of this Clause 30.7, none of the Arranger, 
the Agent and the Banks shall be required to disclose 
to the Company or any other Obligor any matter with 
regard to which it is under a duty of non-disclosure.  
All information which may be disclosed by any of the 
Arranger, the Agent and the Banks pursuant to this 
Clause 30.7 shall be disclosed on the same conditions 
as to confidentiality, as are set out in Clause 37.


PART 11
FEES, COSTS AND EXPENSES

31.	Fees

31.1	Commitment Fee: The Company shall pay to the Agent for the 
account of each Bank a commitment fee on the amount of such 
Bank's Available Revolving Commitment and Available Term 
Commitment form day to day during the period beginning on 
the date hereof and ending on the Revolving Facility 
Termination Date (in the case of a Bank's Available 
Revolving Commitment) and ending on the Term Facility 
Termination Date (in the case of a Bank's Available Term 
Commitment) (or any earlier date on which the relevant 
Commitment of such Bank is cancelled and permanently reduced 
to zero).  Commitment fees shall be calculated at the rate 
of 0.25% per annum on each of the Available Term Commitment 
and the Available Revolving Commitment until the date of 
making the first Advance and thereafter at a rate equal to 
50% of the applicable Margin at such time and shall be 
payable in arrear at quarterly intervals during such period 
and on the last day of such period (or, if any such date for 
payment does not fall on a business day, the next succeeding 
day which is a business day).

31.2	Agency Fee:  The Company shall pay or procure the payment to 
the Agent for the account of the Agent agency fees in the 
amounts and at the times stated in the letter from the Agent 
to, among others, the Company dated the date hereof.

31.3	Arrangement Fee: The Company shall pay or procure the 
payment to the Agent for the account of the Arranger 
arrangement fees in the amounts and at the times stated in 
the letter from the Agent to, among other, the Company dated 
the date hereof.

32.	Costs and Expenses

32.1	Transaction Expenses: The Company shall pay to the Agent for 
the account of the Agent and the Arranger all reasonable 
costs and expenses (including value added tax or any similar 
tax and legal fees) incurred by them in the negotiation, 
preparation and execution of the Finance Documents and the 
completion of the transactions therein contemplated.

32.2	Preservation of Rights: The Company shall from time to time 
on demand reimburse the Agent, the Arranger and each Bank 
for all reasonable costs and expenses (including value added 
tax or any similar tax and including legal fees incurred in 
or in connection with the preservation and/or enforcement of 
any of the rights of any of them against any Obligor under 
any Finance Document.

32.3	Stamp Taxes:  The Company shall pay all United Kingdom stamp 
and registration Taxes to which this Agreement is or at any 
time may be subject and shall indemnify the Agent, the 
Arranger and each Bank against any liabilities, costs, 
claims and expenses resulting from any failure to pay or any 
delay in paying any such Tax.

32.4	Banks' Liability: If any time the Company fails to perform 
its obligations under this Clause 32 each Bank shall in the 
proportion borne by the sum of its Outstandings to the sum 
of the Outstandings of all Banks at the time of demand (or, 
where there are not Outstandings, in the proportion borne by 
the sum of its Commitments of all the Banks have been 
reduced to zero, at the time when the same last exceeded 
zero) indemnify the Agent on demand against any loss 
incurred by it as a result of such failure and the Company 
undertakes to reimburse each Bank forthwith for any payment 
made by it pursuant to this Clause 32.4.  Provided that for 
the purposes of making any calculation under this Clause 
32.4 the provision of 4.2 (Overdraft Facility) shall be 
ignored.

PART 12
AGENCY PROVISIONS

33.	The Agent and Arranger

33.1	Appointment of the Agent: Each Bank hereby appoints the 
Agent to act as its agent in connection with the Finance 
Documents and authorises the Agent to exercise such rights, 
power and discretions as are specifically delegated to it by 
the terms of this Agreement together with all such rights, 
powers and discretions as are reasonably incidental thereto.

33.2	Agent's Discretions:  The Agent may:

(i)	assume that:

(a)	any representation made by an Obligor in or in 
connection with any Finance Document is true;

(b)	no Event of Default or Potential Event of Default 
has occurred; and

(c)	no Obligor is in breach of or in default of its 
obligations under any Finance Document

	unless the Agent in its capacity as agent for the Banks 
has received written notice to the contrary from a 
party to this Agreement;

(ii)	assume that each Bank's Facility Office is that 
identified with its signature below (or, as the case 
may be, in the Transfer Certificate or Global Transfer 
Certificate pursuant to which it became a party hereto) 
until it has received from such Bank a notice 
designating some other office of such Bank as its 
Facility Office for the purpose of the Facilities and 
act upon any such notice until the same is superseded 
by a further notice;

(iii)	engage and pay for the advice or services of any 
lawyers, accountants or other experts whose advice or 
services may to it seem necessary, expedient or 
desirable and rely upon any advice so obtained;

(iv)	rely as to matters of fact which might reasonably be 
expected to be within the knowledge of an Obligor upon 
a certificate signed by or on behalf of such Obligor;

(v)	rely upon any communication or document believed by it 
to be genuine;

(vi)	refrain from exercising any right, power or discretion 
vested in it under any Finance Document unless and 
until instructed by an Instructing Group as to whether 
or not such right, power or discretion is to be 
exercised and, if it is to be exercised, as to the 
manner in which it should be exercised; and

(vii)	refrain from acting in accordance with any 
instructions of an Instructing Group to begin any legal 
action or proceeding arising out of or in connection 
with any Finance Document until it shall have received 
such security as it may require (whether by way of 
payment in advance or otherwise) against all costs, 
claims, expenses (including legal fees) and liabilities 
which it will or may expend or incur in complying with 
such instructions.

33.3	Agent's Obligations:  The Agent shall:

(i)	promptly upon receipt thereof, inform each Bank of the 
contents of any notice or document or other information 
received by it in its capacity as Agent hereunder from 
an Obligor;

(ii)	promptly notify each Bank of the occurrence of any 
Event of Default or any default by an Obligor in the 
due performance of its obligations under this Agreement 
of which the Agent has, in its capacity as agent for 
the Banks, received written notice from a party to this 
Agreement;

(iii)	save as otherwise provided herein, act in 
accordance with any instructions given to it by an 
Instructing Group; and

(iv)	if so instructed by an Instructing Group, refrain from 
exercising any right, power or discretion vested in it 
as agent under any Finance Document.

33.4	Excluded Obligations:  Notwithstanding anything to the 
contrary expressed or implied herein, neither the Agent 
nor the Arranger shall:

(i)	be bound to enquire as to:

(a)	whether or not any representation made by any 
Obligor in or in connection with any Finance 
Document is true;

(b)	the occurrence or otherwise of any Event of 
Default or Potential Event of Default;

(c)	the performance by an Obligor of its obligations 
under any Finance Document; or

(d)	any breach of or default by an Obligor of or under 
its obligations under any Finance Document;

(ii)	be bound to account to any Bank for any sum or the profit 
element of any sum received by it for its own account;

(iii)	be bound to disclose to any other Person any 
information relating to any member of the Group if such 
disclosure would or might in its opinion constitute a breach 
of any law or regulation or be otherwise actionable at the 
suit of any Person; or 

(iv)	be under any fiduciary duty towards any Bank or under any 
obligations other than those for which express provision is 
made in any Finance Document.

33.5	Indemnification:  Each Bank shall, on demand by the Agent, 
indemnity the Agent in the proportion borne by the sum of 
Commitments (if any) to the Commitments of all the Banks 
have been reduced to zero, at the time when the same last 
exceed zero) against any and all costs, claims, expenses 
(including legal fees) and liabilities which the Agent may 
incur, otherwise than by reason of its own gross negligence 
or wilful misconduct, in acting in its capacity as agent for 
the Banks under this Agreement Provided that for the purpose 
of any calculation under this Clause 33.5 the provisions of 
Clause 4.2 (Overdraft Facility) shall be ignored.

33.6	Exclusion of Liability:  Neither the Agent nor the Arranger 
accepts any responsibility to any Bank for the accuracy 
and/or completeness of the Information Memorandum or any 
other information supplied in connection herewith (whether 
before or after the date hereof) or for the legality, 
validity, effectiveness, adequacy or enforceability of this 
Agreement and neither the Agent nor the Arrangers shall be 
under any liability to any Bank as a result of taking or 
omitting to take any action (whether before or after the 
date hereof) in relation to this Agreement save in the case 
of gross negligence or wilful misconduct.

33.7	No Action:  Each of the Banks agree that it will not assert 
or seek to assert against any director, officer or employee 
of the Agent or any Arranger any claim it might have against 
any of them in respect of the matters referred to in Clause 
33.6 (Exclusion of Liability).

33.8	Business with the Group:  The Agent and the Arrangers may 
accept deposits, from lend money to and generally engage in 
any kind of banking or other business with any member of the 
Group.

33.9	Resignation:  The Agent may (after consultation with the 
Company) resign its appointment under the Finance Documents 
at any time without assigning any reason therefor by giving 
either not less than 30 days' prior written notice to that 
effect to each of the other parties hereto or by appointing 
any affiliate of the Agent in its stead, provided that no 
such resignation shall be effective until a successor for 
the Agent is appointed in accordance with the succeeding 
provisions of Clause 33.10 (Successor).

33.10	Successor:  If the Agent gives notice of its 
resignation pursuant to Clause 33.9 (Resignation), then 
following consultation with the Banks and with the agreement 
of the Company, any reputable and experienced bank or other 
financial institution may be appointed as a successor to the 
Agent by an Instructing Group and the Company during the 
period of such notice but, if no such successor is so 
appointed (including by reason of the failure of the Company 
to agree), the Agent may appoint such a successor itself.

33.11	Rights and Obligations:  If a successor to the Agent is 
appointed under the provisions of Clause 33.10 (Successor), 
then (i) the retiring Agent shall be discharged from any 
further obligation under the Finance Documents but shall 
remain entitled to the benefit of the provisions of this 
Clause 33 and (ii) its successor and each of the other 
parties hereto shall have the same rights and obligations 
amongst themselves as they would have had if such successor 
had been a party hereto.

33.12	Own Responsibility:  It is understood and agreed by 
each Bank that it has itself been, and will continue to be, 
solely responsible for making its own independent appraisal 
of and investigations into the financial condition, 
creditworthiness, condition, affairs, status and nature of 
each Obligor, and, accordingly, each Bank confirms to the 
Agent, the Arranger and the other Banks that it has not 
relied and will not hereafter rely on the Agent, the 
Arranger or any other Bank:

(i)	to check or enquire on its behalf into the adequacy, 
accuracy or completeness of any information provided by 
an Obligor in connection with this Agreement or the 
transactions herein contemplated (whether or not such 
information has been or is hereafter circulated to such 
Bank by the Agent or the Arranger); or

(ii)	to assess or keep under review on its behalf the 
financial condition, creditworthiness, condition, 
affairs, status or nature of an Obligor.

33.13	Agency Division Separate:  In acting as agent hereunder 
for the Banks, the Agent shall be regarded as acting through 
its agency division which shall be treated as a separate 
entity from any other of its divisions or departments and, 
notwithstanding the foregoing provisions of this Clause 33, 
any information received by some other division or 
department of the Agent may be treated as confidential and 
shall not be regarded as having been given to the Agent's 
agency division.


PART 13

ASSIGNMENTS AND TRANSFERS

34.  Benefit of Agreement

This Agreement shall be binding upon and enure to the benefit of 
each party hereto and its successors and permitted assigns and 
transferees.

35.  Assignments and Transfers by the Obligors

No Obligor shall be entitled to assign or transfer all or any of 
its rights, benefits and obligations hereunder.

36.  Assignments and Transfers by Banks

36.1  Assignment and Transfers by Banks:  Any Bank may at any 
time assign or transfer in accordance with Clause 36.3 all or 
part of such Bank's rights, benefits and obligations under this 
Agreement to any bank or financial institution which is a 
Qualifying Lender with the consent of the Company (such consent 
not to be unreasonably withheld or delayed and not to be required 
for assignments or transfers from a Bank to another Bank or to an 
Affiliate of that Bank) Provided that no such transfer or 
assignment shall be made if the result thereof, at the time of 
such transfer or assignment or immediately thereafter, would be 
that the Borrower would be liable to pay an additional amount or 
amounts pursuant to Clauses 16.1 (Gross-up), 16.2 (Tax Indemnity) 
or 17 (Increased Costs) which additional amount or amounts would 
not have been payable had no such transfer or assignment 
occurred.

36.2  Assignments by Banks:  If any Bank assigns all of its 
rights, benefits and obligations hereunder in accordance with 
Clause 36.1 (Assignments and Transfers by Banks), then, unless 
and until the assignee has undertaken to all the other parties 
hereto that it shall be under the same obligations towards each 
of them as it would have been under if it had been a party 
hereto, the other parties hereto shall not be obliged to 
recognise such assignee as having the rights against each of them 
which it would have had if it had been a party hereto.

36.3  Transfers by Banks:  Subject to the provisions of Clause 
36.5 (Transfer Fee), if any Bank wishes to transfer all of its 
rights, benefits and/or obligations hereunder as contemplated in 
Clause 36.1 (Assignments and Transfers by Banks), then such 
transfer may be effected by the delivery to the Agent of a duly 
completed and executed Transfer Certificate or Global Transfer 
Certificate whereupon:

(i)  to the extent that in such Transfer Certificate or such 
Global Transfer Certificate the Bank party thereto seeks to 
transfer its rights and obligations hereunder, each Obligor and 
such Bank shall be released from further obligations towards one 
another hereunder and their respective rights against one another 
shall be cancelled (such rights and obligations being referred to 
in this Clause 36.3 as "discharged rights and obligations");

(ii)	each Obligor and the Transferee or, as the case may be, 
Transferees party thereto shall assume obligations towards one 
another and/or acquire the relevant rights against one another 
which defer from such discharged rights and obligations only 
insofar as such Obligor and such Transferee or Transferees have 
assumed and/or acquired the same in place of such Obligor and 
such Bank; and

(iii)	the Agent, the Arranger, such Transferee or, as the 
case may be, Transferees and the other Banks shall acquire the 
same rights and assume the same obligations between themselves as 
they would have acquired and assumed had such Transferee or 
Transferees been original parties hereto as (a) Bank(s) in 
respect of the rights and/or obligations acquired or assumed by 
it/them as a result of such transfer.

36.4	Irrevocable Offer:  Each of the parties hereto confirms that 
(i) the delivery to a Transferee of a Transfer Certificate and 
the delivery to a number of Transferees of a Global Transfer 
Certificate, in each case signed by a Bank constitutes an 
irrevocable offer by each of the parties hereto to accept such 
Transferee or, as the case may be, Transferees (subject to the 
conditions set out herein) as a Bank or Banks party hereto in 
respect of the rights and obligations so expressed to be 
transferred, (ii) such offer may be accepted by such Transferee 
or, as the case may be, Transferees by the execution of such 
Transfer Certificate by such Transferee and by such Transferees 
by the Execution of such Global Transfer Certificate by such 
Transferees and (iii) the provisions of this Agreement shall 
apply to the contract between the parties thereto arising as a 
result of the acceptance of such offer.

36.5	Transfer Fee:  On the date on which a transfer takes effect 
pursuant to Clause 36.3 (Transfer by Banks), the Transferee in 
respect of such transfer shall pay to the Agent for its own 
account a fee of 500 pounds per Transferee.

36.6	Notice of Transfer:  The Agent shall promptly notify the 
Company of the receipt by it of any Transfer Certificate or 
Global Transfer Certificate, identifying in such notice the 
parties thereto and the portion of the relevant Commitment(s) 
transferred (as specified in such Transfer Certificate or Global 
Transfer Certificate).

36.7	Minimum Transfers:  Any transfer effected by a Bank to a 
Transferee pursuant to Clause 36.3 (Transfer by Banks) comprising 
part only and not all of such Bank's rights, benefits and 
obligations shall be in a minimum amount of 5,000,000 pounds.

36.8	Reliance:  The Agent shall be entitled to rely on any 
Transfer Certificate of Global Transfer Certificate delivered to 
it in accordance with the foregoing provisions which is complete 
and regular on its face as regards its contents and purportedly 
signed on behalf of the Bank and a Transferee or, as the case may 
be, Transferees and shall have no liability or responsibility to 
any party as a consequence of placing reliance upon and acting in 
accordance with any such Transfer Certificate or Global Transfer 
Certificate.

37.	Disclosure of Information

Any Bank may disclose such information about the Company and the 
Group as such Bank shall consider appropriate to any actual or 
potential assignee or Transfer or to any Person who may otherwise 
enter into contractual relations with such Bank in relation to 
this Agreement and who, in any such case, has signed a letter in 
the form set out in the Seventh Schedule (Form of Confidentiality 
Letter) Provided that no such letter shall be required if the 
only information so disclosed is already a matter of public 
record and has not become so as a result of the breach by such 
Bank of any obligation of confidentiality owed by such Bank of 
any obligation of confidentiality owed by such Bank to an 
Obligor.

PART 14

MISCELLANEOUS

38.	Calculations and Evidence of Net Debt

38.1	365 Day Basis:  Interest and fees shall accrue from day to 
day and shall be calculated on the basis of a year of 365 days 
and the actual number of days elapsed.

38.2	No Quotations:  If on any occasion one or more Reference 
Banks fails to supply the Agent with a quotation required of it 
under the foregoing provisions of this Agreement, the rate for 
which such quotation was required shall be determined from those 
quotations supplied by the other Reference Banks provided there 
are no less than two.

38.3	Evidence of Debt:  Each Bank shall maintain in accordance 
with its usual practice accounts evidencing the amounts from time 
to time lent by and owing to it hereunder.

38.4	Control Accounts:  The Agent shall maintain on its books a 
control account or accounts in which shall be recorded:

(i)	the amount of any Advances made hereunder and each Bank's 
share therein;

(ii)	the amount of any principal, interest or other sums due or 
to become due from a Borrower to any of the Banks hereunder and 
each Bank's share therein; and

(iii)	the amount of any sum received or recovered by the 
Agent hereunder and the share of each Bank therein.

38.5	Prima Facie Evidence:  In any legal action or proceeding 
arising out of or in connection with this Agreement, the entries 
made in the accounts and records maintained pursuant to this 
Clause 38 shall be prima facie evidence of the existence and 
amounts of the obligations of a Borrower therein recorded.

38.6	Bank Certification:  A certificate of a Bank as to:

(i)	the amount by which a sum payable to it hereunder is to be 
increased under Clause 16.1 (Gross-up); or

(ii)	the amount for the time being required to indemnify it in 
respect of any of the circumstances mentioned in Clause 16.2 (Tax 
Indemnity) and Clause 17 (Increased Costs),

shall be prima facie evidence in any legal action or proceeding 
arising out of or in connection with this Agreement.

39.	Partial Invalidity

If at any time any provision of this Agreement is or becomes 
illegal, invalid or unenforceable in any respect under the law of 
any jurisdiction, neither the legality, validity or 
enforceability of the remaining provisions of this Agreement nor 
the legality, validity or enforceability or such provision under 
the law of any other jurisdiction shall in any way be affected or 
impaired thereby.

40.	Remedies, Amendments and Waivers

40.1	Amendment Procedures:  The Agent, if it has the prior 
written consent of an Instructing Group, and the Company may from 
time to time agree in writing to amend the Finance Documents or 
to waive, prospectively or retrospectively, any of the 
requirements of any of the Finance Documents and any amendments 
or waivers so agreed shall be binding on all the Banks and the 
Obligors Provided that:

(i)	no such waiver or amendment shall subject any party hereto 
to any new or additional obligations without the consent of such 
party;

(ii)	without the prior written consent of all the Banks, no such 
amendment or waiver shall:

(a)	change the principal amount of or currency of any Advance, 
or extend the term of the Facilities or the Term, or, as the case 
may be, the Interest Period of, any Advance;

(b)	change the Margin, change the amount or currency or extend 
the date for any payment of interest, fees or any other amount 
payable hereunder to all or any of the Agent and the Banks under 
any of the Finance Documents;

(c)	amend or modify the definition of Instructing Group; or

(d)	amend any provision which contemplates the need for the 
consent or approval of all the Banks; and

(iii)	notwithstanding any other provisions hereof, neither 
the Agent nor the Arranger shall be obliged to agree to any such 
amendment or waiver if the same would:

(a)	amend or waive any provision of this Clause 40; or

(b)	otherwise amend or waive any of the Agent's or Arranger's 
rights under any of the Finance Documents or subject the Agent or 
the Arranger to any additional obligations thereunder.

40.2	Amendment Costs:  If the Company requests any amendment, 
supplement, modification or waiver in accordance with Clause 40.1 
(Amendment Procedures) then the Company shall, within five 
business days of demand of the Agent, reimburse the Agent for all 
reasonable costs and expenses (including legal fees) together 
with any VAT thereon incurred by the Agent in the negotiation, 
preparation and execution of any written instrument contemplated 
by Clause 40.1 (Amendment Procedures).

41.	Notices

41.1	Written Communication:  Each communication to be made 
hereunder shall, unless otherwise stated, be made by telex, 
telefax or letter.

41.2	Letter or Telex:  Any communication or document (unless made 
by telefax) to be made or delivered by one Person or another 
pursuant to this Agreement shall (unless that other Person has by 
fifteen days' written notice to the Agent specified anther 
address and/or telex number) be made or delivered to that other 
Person for the attention of the Person and at the address or 
telex number identified with its signature below (or, as the case 
may be, in the transfer Certificate pursuant to which it became a 
party hereto) and shall be deemed to have been made or delivered 
when such communication or document has been despatched and the 
appropriate answerback received (in the case of any communication 
made by telex) or (in the case of any communication made by 
letter) when left at that address or, as the case may be, seven 
days after being deposited in the post first class postage 
prepaid in an envelope addressed to it as aforesaid  Provided 
that any communication or document to be made or delivered to the 
Agent shall be effective only when received by the Agent and 
provided further than any communication or document which is made 
or delivered by the Agent and provided further than any 
communication or document which is made or delivered or deemed to 
have been made or delivered on a day which is not a business day 
in the place of receipt or which is made or delivered or deemed 
to have been made or delivered after normal business hours in 
such place shall deemed to have been made or delivered at the 
opening of business on the immediately succeeding business day in 
that place.

41.3	Telefax:  Where any provision of this Agreement specifically 
contemplates telefax communication made by one Person or another, 
such communication shall be made to that other Person at the 
relevant telefax number specified by it from time to time for the 
purpose and shall be deemed to have been received when 
transmission of such telefax communication has been completed.  
Each such telefax communication, if made to the Agent by an 
Obligor shall be made, or as the case may be, signed by an 
Authorised Signatory of such Obligor and shall be expressed to be 
for the attention of the account officer or department whose name 
has been notified for the time being for that purpose by the 
Agent or such Obligor.

42.	Law

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

AS WITNESS the hands of the duly authorised representatives of 
the parties hereto the day and year first before written.



THE FIRST SCHEDULE

The Original Lender

   Name		         		Column A	   		Column B	     		Total
                                               Commitment

                			Revolving       	Term
              				 Commitment			 Commitment

                  			Pounds				    Pounds        Pounds
Credit Suisse		  	100,000,000		 460,000,000	  	560,000,000