<PAGE>
                                                                    EXHIBIT 4.12

                                                                  CONFORMED COPY


                            INTERCRIEDITOR AGREEMENT


                            DATED 26th November 2003


                                     BETWEEN


                            PREMIER FINANCING LIMITED
                                 as the Company

                       CERTAIN SUBSIDIARIES OF THE COMPANY
                                   as Obligors

                       THE SENIOR FINANCE PARTIES AND THE
                       SENIOR SUBORDINATED FINANCE PARTIES

                                       and

                           J.P. MORGAN EUROPE LIMITED

          as Senior Agent, Senior Subordinated Agent and Security Agent




   relating, inter alia, to a Senior Facilities Agreement dated 10 August 1999
                     (as subsequently amended and restated)
       and a Senior Subordinated Facility Agreement dated 17 November 2003



                                  ALLEN & OVERY
                                     London


<PAGE>




                                    CONTENTS
<Table>
<Caption>


<S>                                                                  <C>
Clause                                                               Page
1.    Interpretation                                                   3
2.    Ranking                                                          9
3.    Undertakings                                                     9
4.    Permitted Payments                                              10
5.    Turnover                                                        11
6.    Subordination on Insolvency                                     12
7.    Restrictions on Enforcement                                     13
8.    Permitted Enforcement                                           14
9.    Application of Proceeds of Enforcement                          15
10.   Enforcement of Security                                         16
11.   Amendments                                                      18
12,   Hedging Debt                                                    20
13.   Consents and Limits                                             21
14.   Warranties                                                      23
15.   Information                                                     23
16.   Subrogation                                                     24
17.   Protection of Subordination                                     24
18.   Preservation of Debt                                            26
19.   Expenses                                                        28
20.   Changes to the Parties                                          28
21.   Notices                                                         31
22.   The Security Agent                                              32
23.   Severability                                                    34
24.   Counterparts                                                    34
25.   Governing Law                                                   34
26.   Enforcement                                                     34

Schedule
1.    The Obligors                                                    36
2.    Senior Finance Parties                                          40
3.    Senior Subordinated Finance Parties                             45
4.    Form of Deed of Accession                                       46
5.    Security Agent                                                  47
Signatories                                                           57
</Table>



                                       2
<PAGE>





THIS AGREEMENT is dated 26th November 2003

BETWEEN:

(I)      PREMIER FINANCING LIMITED (registered number 3716362) with its
         registered office at 28 The Green, Kings Norton, Birmingham B38 8SD
         (the Company);

(2)      THE PERSONS named in Schedule I (Obligors) as Obligors;

(3)      THE PERSONS named in Schedule 2 (Senior Finance Parties) as Senior
         Finance Parties;

(4)      THE PERSONS named in Schedule 3 (Senior Subordinated Finance Parties)
         as Senior Subordinated Finance Parties;

(5)      J.P. MORGAN EUROPE LIMITED as Senior Agent;

(6)      J.P. MORGAN EUROPE LIMiTED as Senior Subordinated Agent; and

(7)      J.P. MORGAN EUROPE LIMITED as Security Agent.

IT IS AGREED as follows:

1.       INTERPRETATION

1.1      Definitions

         In this Agreement terms defined in or whose interpretation is provided
         for in the Senior Facilities Agreement shall have the same meaning when
         used in this Agreement (whether before or after the Senior Discharge
         Date) unless separately defined or interpreted in this Agreement and:

         Agents means the Senior Agent, the Senior Subordinated Agent and the
         Security Agent.

         Deed of Accession means a deed of accession substantially in the form
         of Schedule 4 (Form of Deed of Accession), with such amendments as the
         Security Agent may approve or reasonably require.

         Enforcement Date means the date on which an Enforcement Event first
         occurs.

         Enforcement Event means the Senior Agent first exercising its rights
         under paragraph (c) or paragraph (d) of subclause 12.2 (Acceleration)
         of the Senior Facilities Agreement (except, in the case of such
         paragraph (c), where it only declares that the relevant amounts have
         become due for immediate discharge on demand) or, having exercised its
         rights under paragraph (c) of subclause 12.2 (Acceleration) of the
         Senior Facilities Agreement to declare that the relevant amounts have
         become due for immediate discharge on demand, first making demand with
         respect to all or part of any amounts outstanding under the Senior
         Finance Documents under subclause 12,3 (Demand basis) of the Senior
         Facilities Agreement.

         Enforcement Notice has the meaning given to it in Clause 8 (Permitted
         Enforcement).

         Event of Default means a Senior Default or a Senior Subordinated
         Default, as the context requires.



                                       3
<PAGE>





Existing Security Documents means the "Security Documents" as defined in the
Senior Facilities Agreement.

Hedge Counterpart'~' means each person (if any) named as a Hedge Counterparty in
Schedule 2 (Senior Finance Parties) and any other person which (a) is a "Hedge
Counterparty" for the purposes of the Senior Facilities Agreement and (b)
becomes a party to this Agreement as a Hedge Counterparty under Subclause 12.1
(Accession of Hedge Counterparties), in each case in its capacity as provider of
Hedging to any of the Obligors.

Hedging means any Derivatives Transaction.

Hedging Debt means all Liabilities of any Obligor to any Hedge Counterparty
under or in connection with the Hedge Documents.

InsoLvency means any winding-up, bankruptcy, liquidation, dissolution,
administration, receivership, administrative receivership, re-organisation,
moratorium or judicial composition of or in respect of any Obligor or any
analogous proceedings affecting any Obligor in any jurisdiction outside England
and Wales.

Insolvent Obligor means an Obligor to which or in respect of which any of the
events or circumstances referred to in subclauses 12.1(h) (Insolvency) to 12.10)
(Analogous proceedings) (inclusive) of the Senior Facilities Agreement occurs.

Instructing Group means at any time: (a)on or prior to the Senior Discharge
Date, the Majority Senior Banks; and (b)after the Senior Discharge Date, the
Majority Senior Subordinated Banks.

Liability means, in relation to any document or agreement, any present or future
liability (actual or contingent) payable or owing under or in connection with
that document or agreement whether or not matured and whether or not liquidated,
together with:

(a)      any refinancing, novation, deferral or extension of that liability;

(b)      any claim for breach of representation, warranty,
         undertaking or on an event of default or under any indemnity in
         connection with that document or agreement;

(c)      any further advance made under any document or agreement supplemental
         to that document or agreement, together with all related interest, fees
         and costs;

(d)      any claim for damages or restitution in the event of rescission of that
         liability or otherwise in connection with that document or agreement;

(e)      any claim flowing from any recovery of a payment or discharge in
         respect of that liability on the grounds of preference or otherwise;
         and

(0       any amount (such as post-insolvency interest) which would be included
         in any of the above but for its discharge, non-provability,
         unenforceability or non-allowability in any Insolvency or other
         proceedings.

Majority Senior Banks means the "Majority Banks" as defined in the Senior
Facilities Agreement.




                                       4
<PAGE>




Majority Senior SUBORDINATED BANKS MEANS the "Majority Banks" as defined in the
Senior Subordinated Facility Agreement.

New Obligor has the meaning given to it in Subclause 20.3 (New Obligors).

New Security Documents means the "Security Documents" as defined in the Senior
Subordinated Facility Agreement.

Non-Payment Event means failure by any Obligor to pay on the due date:

(a)      any amount of principal (whether falling due by reason of a scheduled
         repayment, mandatory prepayment, acceleration or any other reason),
         interest, fee or hedging payment; or

(b)      any other amounts the Sterling Amount of which in aggregate
         exceeds(pound)10,000, in either case representing Senior Debt.

Obligor means the Company, each other member of the Group specified in Schedule
I (The Obligors) and each New Obligor.

PARTY MEANS an Obligor, Senior Finance Party or Senior Subordinated Finance
Party, as the context requires.

Purchase Amount has the meaning given to it in Subclause 20.7 (Option to
Purchase).

Purchase Date has the meaning given to it in Subclause 20,7 (Option to
Purchase).

Report Provider has the meaning given to it in paragraph (h) of Subclause 7.1
(Restrictions).

Secured Creditor means a Senior Finance Party or a Senior Subordinated Finance
Party, as the context requires.

Secured Debt means the Senior Debt and the Senior Subordinated Debt.

Secured Debt Discharge Date means the later of the Senior Discharge Date and the
Senior Subordinated Discharge Date.

Secured Debt Finance Documents means the Senior Finance Documents and the Senior
Subordinated Finance Documents.

Security means any Encumbrance created, evidenced or conferred by or pursuant to
any Secured Debt Finance Document.

Security Agent means J.P. Morgan Europe Limited in its capacity as agent and
trustee for the Secured Creditors of the security conferred under the New
Security Documents, and any sub-agent, sub-trustee or custodian appointed by it.

Security Documents means the Existing Security Documents and the New Security
Documents.

Senior Agent means J.P. Morgan Europe Limited in its capacity as facility agent
for the Senior Banks under the Senior Facilities Agreement.

Senior Banks means the "Banks" as defined in the Senior Facilities Agreement.


                                       5
<PAGE>




Senior Debt means all Liabilities of any Obligor to any Senior Finance Party
under or in connection with the Senior Finance Documents, provided that, for the
purpose of this Agreement only and without prejudice to the liabilities secured
by the Security Documents, the term Senior Debt excludes (as against the Senior
Subordinated Finance Parties only and not as against any Obligor): (a) any
amount outstanding in excess of the limit imposed by Subclause 13.3 (Limit on
Senior Debt); and (b) any amount outstanding and owed to any Senior Finance
Party which would not have been outstanding but for a breach of the provisions
of this Agreement by that Senior Finance Party.

Senior Default means an "Event of Default" as defined in the Senior Facilities
Agreement.

Senior Discharge Date means the date on which the Senior Agent is satisfied that
all of the Senior Debt has been irrevocably paid and discharged and all
Commitments of the Senior Banks have been cancelled and all obligations of the
Hedge Counterparties under the Hedge Documents have been terminated.

Senior Facilities Agreement means the senior facilities agreement dated 10
August 1999, as amended on 20 August 1999 and 5 November 1999, amended and
restated on 27 May 2002 and last amended on 30 October 2003 and 17 November 2003
and made between, among others, the Company, J.P. Morgan plc and Barclays
Capital (the investment banking division of Barclays Bank PLC) as Amendment
Arrangers, JPMorgan Chase Bank and Barclays Bank PLC as Amendment Underwriters,
the banks and financial institutions party thereto, and J.P. Morgan Europe
Limited as the Agent and the Security Agent. Senior Finance Documents means the
"Finance Documents" (including the Hedge

Documents) as defined in the Senior Facilities Agreement.

Senior Finance Party means each of:

(a)      the Senior Banks;

(b)      the Arrangers, the Underwriters, the Senior Agent and (before and
         including the Senior Discharge Date) the Security Agent; and

(c)      the Hedge Counterparties.

Senior Headroom means at any time a principal amount the Sterling Amount of
which is (Pound)36,500,000 less:

(a)      an amount equal to the aggregate amount which would have been required
         to be prepaid under subclauses 6.6 (Mandatory prepayment), 6.10
         (Application of disposal proceeds), 6.11 (Cash sweep) and 6.12 (Citadel
         Insurance Company Limited) of the Senior Facilities Agreement prior to
         that time, but which has not been prepaid because of waivers of that
         requirement by the Majority Senior Banks (except where the Majority
         Senior Subordinated Banks have also agreed to such waiver); and

(b)      an amount equal to the aggregate amount of scheduled repayment
         instalments in respect of Term Advances (as defined in the Senior
         Facilities Agreement) which would have fallen due prior to that time
         but for any deferral by more than six months of the due date for any
         such scheduled repayment instalments by the Senior Banks (except where
         the Majority Senior Subordinated Banks have agreed to that deferral) to
         the extent that each such scheduled repayment instalment has not been
         repaid at that time.




                                       6
<PAGE>




Senior Subordinated Agent means J.P. Morgan Europe Limited in its capacity as
facility agent for the Senior Subordinated Banksunder the Senior Subordinated
Facility Agreement.

Senior Subordinated Banks means the "Banks" as defined in the Senior
Subordinated Facility Agreement.

Senior Subordinated Debt means all Liabilities of any Obligor to any Senior
Subordinated Finance Party under or in connection with any Senior Subordinated
Finance Document.

Senior Subordinated Default means an "Event of Default" as defined in the Senior
Subordinated Facility Agreement.

Senior Subordinated Discharge Date means the date on which the Senior
Subordinated Agent is satisfied that all of the Senior Subordinated Debt has
been irrevocably paid and discharged and all Commitments under (and as defined
in) the Senior Subordinated Facility Agreement cancelled.

Senior Subordinated Facility Agreement means the secured senior subordinated
term loan acquisition facility agreement dated 17 November 2003 between, amongst
others, the Company, the Senior Subordinated Banks, the Senior Subordinated
Agent and the Security Agent providing for a term loan facility.

Senior Subordinated Finance Documents means the "Finance Documents" as defined
in the Senior Subordinated Facility Agreement.

Senior Subordinated Finance Party means each of:

(a)      the Senior Subordinated Banks; and

(b)      the "Arranger" and "Underwriter" under and as defined in the Senior
         Subordinated Facility Agreement, the Senior Subordinated Agent and
         (after the Senior Discharge Date or to the extent of any claim by the
         Security Agent as joint and several creditor with any other Senior
         Subordinated Finance Party) the Security Agent.

Standstill Period has the meaning given to it in Clause 8 (Permitted
Enforcement).

Stop Notice has the meaning given to it in paragraph (b) of Clause 4 (Permitted
Payments).

Trust Property means, collectively, (a) the security, powers, rights, titles,
benefits and interests (both present and future) constituted by and conferred on
the Security Agent under or pursuant to the New Security Documents (including,
without limitation, the benefit of all covenants given in the New Security
Documents), (b) all moneys, property and other assets paid or transferred to or
vested in the Security Agent (or any agent of the Security Agent) or received or
recovered by the Security Agent (or any agent of the Security Agent) pursuant
to, or in connection with, any of the New Security Documents whether from any
Obligor or any other person and (c) all rights, benefits, interests, money,
investments, property and other assets at any time representing or deriving from
any of the foregoing, including all interest, income and other sums at any time
received or receivable by the Security Agent (or any agent of the Security
Agent) in respect of the same (or any part thereof).

Turnover Receipt has the meaning given to it in Clause 5 (Turnover).






                                       7
<PAGE>



1.2      Interpretation (

(a)      References to any of the Security Agent, the Senior Agent, the Senior
         Finance Parties, the Hedge Counterparties, the Senior Subordinated
         Finance Parties, the Senior Subordinated Agent or the Obligors in
         whatever capacity include their respective successors, assigns,
         replacements, transferees and substitutes from time to time.

(b)      The provisions of subclauses 1.2 (Headings) and 1.3 (Construction) of
         the Senior Facilities Agreement apply to this Agreement as though they
         were set out in full in this Agreement, except that references to the
         Senior Facilities Agreement are to be construed asjefrrsnce&io~ this
         Agreement.

(c)      Save as otherwise specified in this Agreement, a reference to the
         Senior Facilities Agreement, a Senior Finance Document, a Hedge
         Document, the Senior Subordinated Facility Agreement or a Senior
         Subordinated Finance Document is to that document or agreement as
         amended from time to time in accordance with the terms of this
         Agreement.

(d)      In this Agreement, unless the context otherwise requires references to:

         (i)      an amendment includes an amendment, supplement, novation,
                  re-enactment, replacement, restatement, variation or waiver or
                  the giving of any waiver, release or consent having the same
                  commercial effect (and amend shall be construed accordingly);

         (ii)     give any financial support (or similar phrases) in connection
                  with any Secured Debt include the taking of any participation
                  in or in respect of such Secured Debt, the giving of any
                  guarantee or other assurance against loss in respect of such
                  Secured Debt, or the making of any deposit or payment in
                  respect of or on account of such Secured Debt;

         (iii)    a notice includes any notice, request, instruction, demand or
                  other communication;

         (iv)     an Everu of Default, Senior Default, Senior Subordinated
                  Default or Non-Payment Event being outstanding, is to such
                  Event of Default, Senior Default, Senior Subordinated Default
                  or Non-Payment Event having occurred and continuing
                  uniremedied and unwaived; and

         (v)      a payment include a distribution, prepayment or repayment and
                  references to pay include distribute, repay or prepay.

(e)      In determining whether or not an amount of Senior Debt or Senior
         Subordinated Debt has been irrevocably paid and discharged the Senior
         Agent or Senior Subordinated Agent, as the case may be, will disregard
         contingent liabilities (such as the risk of clawback flowing from a
         preference) except to the extent that such Agent believes that there is
         a reasonable likelihood that those contingent liabilities will become
         actual liabilities.

(f)      Unless expressly provided to the contrary in this Agreement, a person
         who is not a Party may not enforce any of the terms of this Agreement
         under the Contracts (Rights of Third Parties) Act 1999 and,
         notwithstanding any term of this Agreement, no consent of any third
         party is required for any amendment (including any release or
         compromise of any liability) or termination of this Agreement.

(g)      No part of this Agreement is intended to or shall create a registrable
         Encumbrance.

                                       8
<PAGE>



(h)      If there is any conflict between the terms of this Agreement and any
         other Finance Document, the terms of this Agreement will prevail.

2.       RANKING

(a)      Unless expressly provided to the contrary in this Agreement:

         (i)      the Secured Debt shall rank in right and priority of payment;
                  and

         (ii)     the Security shall rank and secure the Secured Debt,

         in each case in the following order:

         First the Senior Debt; and

         Second the Senior Subordinated Debt.

(b)      The ranking and priority in paragraph (a) above applies regardless of:

         (i)      the order of registration, filing, notice or execution of any
                  document;

         (ii)     the date upon which such Secured Debt was incurred or arose;

         (iii)    whether a person is obliged to advance any such Secured Debt;
                  and

         (iv)     any fluctuations in the outstanding amount, or any
                  intermediate discharge in whole or in part of any Secured
                  Debt.

(c)      Notwithstanding the fixed charges on bank accounts and Debts (as that
         term is defined in the Group Debenture) contained in the Security
         Documents, each Ancillary Facilities Bank may, subject to clause 15.6
         of the Senior Facilities Agreement, continue to exercise its rights of
         set-off or combination of accounts under any Group netting agreements.

3.       UNDERTAKINGS

         Prior to the Senior Discharge Date, except as the Majority Senior Banks
         have agreed in writing, or to the extent permitted by Clause 4
         (Permitted Payments), Subclause 6.2 (Filing of Claims) or Clause 8
         (Permitted Enforcement):

         (a)      no Obligor will (and each Obligor will procure that none of
                  its Subsidiaries will) make any payment of or in respect of,
                  or purchase, redeem or acquire, any of the Senior Subordinated
                  Debt in cash or in kind;

         (b)      no Senior Subordinated Finance Party will demand or receive
                  payment of or in respect of any Senior Subordinated Debt in
                  cash or kind or apply any money or property in or towards the
                  discharge of any Senior Subordinated Debt;

         (c)      no Senior Subordinated Finance Party or Obligor will discharge
                  any Senior Subordinated Debt by set-off, any right of
                  combination of accounts or otherwise;

         (d)      no Obligor will (and each Obligor will procure that none of
                  its Subsidiaries will) create or permit to subsist any
                  Encumbrance over any of its assets for any of the Senior
                  Subordinated Debt except under the New Security Documents
                  granted for the



                                       9
<PAGE>



                  benefit of all the Secured Creditors in accordance with the
                  priority and ranking specified in this Agreement;

         (e)      no Obligor will (and each Obligor will procure that none of
                  its Subsidiaries will) give any financial support to any
                  person for or in connection with the Senior Subordinated Debt,
                  except as effected under the original terms of the Senior
                  Subordinated Finance Documents (as amended to the extent
                  permitted under Clause 11 (Amendments)) and in accordance with
                  the priority and ranking specified in this Agreement;

         (1)      no Obligor or Senior Subordinated Finance Party will allow any
                  Senior Subordinated Debt to be evidenced by a negotiable
                  instrument;

         (g)      no Senior Subordinated Finance Party will allow any Senior
                  Subordinated Debt to be subordinated to any person otherwise
                  than as may arise as a matter of law or in accordance with
                  this Agreement; and

         (h)      no Obligor or Senior Subordinated Finance Party will take or
                  omit to take any action whereby the ranking and/or
                  subordination of the Senior Subordinated Debt provided ,~ for
                  in this Agreement may be impaired.

4.       PERMITTED PAYMENTS

(a)      Prior to the Senior Discharge Date, but subject to paragraphs (b) and
         (c) below and to Clause 5 (Turnover), unless the Majority Senior Banks
         otherwise agree, no Obligor may pay, and no Senior Subordinated Finance
         Party may receive and retain, payment, whether in cash or in kind, of
         any amount of Senior Subordinated Debt unless the following conditions
         are satisfied:

         (i)      the amount is then due and payable under the terms of the
                  Senior Subordinated Finance Documents;

         (ii)     the payment is of interest, fees or expenses;

         (iii)    no Non-Payment Event is outstanding; and

         (iv)     no Stop Notice is in force.

(b)      A Stop Notice is in force during the period from the date on which the
         Senior Agent (on the instructions of the Majority Senior Banks) serves
         a notice (a Stop Notice) on the Company and the Senior Subordinated
         Agent speci~ing that a Senior Default is outstanding and suspending
         payment of the Senior Subordinated Debt, until the earlier of:

         (i)      the date 150 days after receipt by the Company and the Senior
                  Subordinated Agent of the Stop Notice;

         (ii)     if a Standstill Period is in effect at any time during that
                  period, the date on which that Standstill Period expires;

         (iii)    the date on which the Senior Default concerned ceases to be
                  outstanding, for which purpose a breach of a financial
                  covenant under the Senior Facilities Agreement will be treated
                  as remedied if that financial covenant is complied with when
                  next tested under the Senior Facilities Agreement;





                                       10
<PAGE>




         (iv)     the date on which the Senior Agent, acting on the instructions
                  of the Majority Senior Banks, by notice to the Company and the
                  Senior Subordinated Agent cancels the Stop Notice; or

         (v)      the Senior Discharge Date,

         PROVIDED THAT no Stop Notice may be served by the Senior Agent in
         reliance on a particular Senior Default more than six months after the
         Senior Agent received notice from any Obligor, Senior Finance Party or
         Senior Subordinated Finance Party specifying the event or circumstances
         concerned and that it is a Senior Default and provided further that the
         Senior Agent may only serve one Stop Notice in relation to each Senior
         Default.

(c)      No amount of principal of the Senior Subordinated Debt may be paid by
         (or on behalf of) an Obligor prior to the Senior Discharge Date without
         the prior consent of the Majority Senior Banks. The accrual of all
         interest (and the capitalisation of interest) in accordance with the
         terms of the Senior Subordinated Facility Agreement shall be permitted
         notwithstanding service of a Stop Notice or any other provision of this
         Subclause.

5.       TURNOVER

(a)      If, before the Senior Discharge Date, any Senior Subordinated Finance
         Party receives or recovers a payment in cash or in kind (including by
         way of set-off or combination of accounts):

         (i)      of any of the Senior Subordinated Debt which is prohibited by
                  Clause 4 (Permitted Payments) or not made in accordance with
                  Clause 9 (Application of Proceeds of Enforcement); or

         (ii)     from (or on behalf of) any member of the Group on account of
                  the purchase, redemption or acquisition of any Senior
                  Subordinated Debt,

         (each such payment or distribution received or recovered prior to the
         Senior Discharge Date being a Turnover Receipt) the receiving or
         recovering Senior Subordinated Finance Party will promptly notify the
         Security Agent.

(b)      Each Senior Subordinated Finance Party shall, upon demand by the
         Security Agent, pay to the Security Agent for application as provided
         in Clause 9 (Application of Proceeds of Enforcement) an amount
         determined by the Security Agent to be equal to the lesser of:

         (i)      the outstanding balance of the Senior Debt; and (ii) the
                  amount of such Turnover Receipt, less the third party costs
                  and expenses (if any) reasonably incurred by the Senior

         Subordinated Finance Party concerned in receiving or recovering such
         Turnover Receipt.

(c)      Each Obligor shall indemnify each Senior Subordinated Finance Party (to
         the extent of its liability for the Senior Subordinated Debt) for the
         amount of any Turnover Receipt paid by that Senior Subordinated Finance
         Party to the Security Agent and such third party costs and expenses
         incurred by it, and the Senior Subordinated Debt will not be deemed to
         have been reduced or discharged in any way or to any extent by the
         receipt or recovery of the relevant Turnover Receipt.


                                       11
<PAGE>




6.       SUBORDINATION ON INSOLVENCY

6.1      SUBORDINATION EVENTS

         If any Event of Default specified in subclauses 12.1(h) (Insolvency) to
         12.1(1) (Analogous proceedings) (inclusive) of the Senior Facilities
         Agreement occurs to or in respect of any Obligor, then the Senior
         Subordinated Debt owed by the Insolvent Obligor will be subordinate in
         right of payment to the Senior Debt owed by such Insolvent Obligor.

6.2      FILING OF Claims

(a)      Until the Senior Discharge Date, the Security Agent acting on the
         instructions of the Majority Senior Banks may, and is irrevocably
         authorised on behalf of the Senior Subordinated Finance Parties to:

         (i)      claim, enforce and prove for any Senior Subordinated Debt owed
                  by the Insolvent Obligor;

         (ii)     file claims and proofs, give receipts and take all such
                  proceedings and do all such things as the Security Agent
                  considers reasonably necessary to recover any Senior
                  Subordinated Debt owed by the Insolvent Obligor; and

         (iii)    receive all payments of or in respect of any Senior
                  Subordinated Debt owed by the Insolvent Obligor for
                  application in accordance with Clause 9 (Application of
                  Proceeds of Enforcement).

(b)      Subject to paragraph (c) below, each of the Senior Subordinated Finance
         Parties undertakes that it shall refrain from taking any of the actions
         referred to in paragraph (a) above.

(c)      If the Security Agent is not entitled or does not wish to do or take
         any of the actions referred to in paragraph (a) above the Senior
         Subordinated Finance Parties will each do so promptly when requested by
         the Security Agent acting on the instructions of the Majority Senior
         Banks, subject to the Senior Finance Parties giving an appropriate
         indemnity for any costs and expenses which may be reasonably incurred
         by the Senior Subordinated Finance Parties in doing or taking the
         actions so requested.

6.3      Distributions

         Until the Senior Discharge Date each Senior Subordinated Finance Party
         will:

         (a)      upon demand by the Security Agent, pay an amount equal to all
                  payments of or in respect of any Senior Subordinated Debt in
                  cash or in kind received by or on behalf of it from any
                  Insolvent Obligor (or any liquidator, administrator, receiver
                  or similar official of such Insolvent Obligor or its assets)
                  to the Security Agent for application in accordance with
                  Clause 9 (Application of Proceeds of Enforcement); and

         (b)      direct the trustee in bankruptcy, liquidator, administrator,
                  receiver or other person distributing the assets of an
                  Insolvent Obligor or their proceeds to make payments on the
                  Senior Subordinated Debt direct to the Security Agent until
                  the Senior Debt has been paid in full.



                                       12
<PAGE>




7.       RESTRICTIONS ON ENFORCEMENT

7.1      RestrIctions

         Subject to Clause 6 (Subordination on Insolvency) and except as
         permitted under Clause 8 (Permitted Enforcement), until the Senior
         Discharge Date none of the Senior Subordinated Finance Parties will,
         unless the Majority Senior Banks have previously agreed in writing:

         (a)      demand payment of any Senior Subordinated Debt;

         (b)      accelerate any of the Senior Subordinated Debt or otherwise
                  declare any of the Senior Subordinated Debt prematurely due or
                  payable on a Senior Subordinated Default or otherwise;

         (c)      enforce any of the Senior Subordinated Debt by attachment,
                  set-off, execution or otherwise;

         (d)      (or will give instructions to the Security Agent to)
                  crystallise any floating charge in the New Security Documents,
                  appoint an administrative receiver or a receiver or have an
                  administrator appointed or otherwise enforce the Security;

         (e)      petition for (or vote in favour of any resolution for) or
                  initiate, support or take any steps with a view to any
                  Insolvency or any voluntary arrangement or assignment for the
                  benefit of creditors or any similar proceedings involving an
                  Obligor;

         (f)      sue or bring or support any legal proceedings against any
                  Obligor (or any of its Subsidiaries) in connection with the
                  Senior Subordinated Debt, except that nothing in this
                  paragraph (f) will restrict the bringing of proceedings solely
                  for injunctive relief (or analogous proceedings in
                  jurisdictions outside England and Wales) to restrain any
                  actual or putative breach of the Senior Subordinated Finance
                  Documents or for specific performance not claiming damages
                  where doing so would not conflict with any other provision of
                  this Agreement,

         (g)      otherwise exercise any remedy for the recovery of any Senior
                  Subordinated Debt; or

         (h)      sue or bring or support proceedings against or make demand on
                  the provider of any of the Third Reports (a Report Provider)
                  in connection with the Third Reports or receive payment from
                  any of the Report Providers in connection with any such suit,
                  proceedings or demand if there is an aggregate limit on the
                  amount of claims which may be brought by any of the Parties
                  against such Report Provider and the aggregate amount of all
                  such claims against that Report Provider might exceed the
                  amount of any limitation of liability on which that Report
                  Provider is entitled to rely, provided that in any case:

                  (i)      a Senior Subordinated Finance Party must notify the
                           Senior Agent before suing or bringing or supporting
                           proceedings against or making a demand on a Report
                           Provider in connection with the Third Reports; and

                  (ii)     the Senior Finance Parties will be entitled to fill
                           payment of their claims against that Report Provider
                           in connection with any Third Report in priority to
                           the claims of the Senior Subordinated Finance Parties
                           against that Report Provider and each Senior
                           Subordinated Finance Party will on demand pay to the
                           Security Agent for application as provided in Clause
                           9 (Application of



                                       13
<PAGE>




                           Proceeds of Enforcement) an amount equal to any
                           amount received by it in breach of this Subclause.

7.2      Senior Subordinated Finance Party Actions

         If any restriction in this Clause preventing a Senior Subordinated
         Finance Party from suing or bringing or supporting proceedings against
         any member of the Group or any Report Provider would result in such
         Senior Subordinated Finance Party being prevented from suing or
         bringing or supporting those proceedings by reason of the expiry of any
         statutory limitation period, that Senior Subordinated Finance Party
         shall be able to sue or bring or support those proceedings against that
         member of the Group or Report Provider, but only to the extent
         necessary to prevent loss of the right to sue or bring or support those
         proceedings.

8-       PERMITTED ENFORCEMENT

         The Senior Subordinated Finance Parties may take any of the actions
         otherwise prohibited by

         Clause 7 (Restrictions on Enforcement) PROVIDED THAT:

         (a)      the Enforcement Date has occurred; or

         (b)      if any of the events referred to in Subclause 6.1
                  (Subordination Events) occurs in respect of an Obligor the
                  Senior Subordinated Finance Parties may if there is then a
                  Senior Subordinated Default outstanding take any such actions
                  against such Obligor but not against or in relation to any
                  other Obligor; or

         (c)      (i)      the Senior Subordinated Agent has given notice in
                           writing (an Enforcement Notice) to the Senior Agent
                           specifying that a Senior Subordinated Default is
                           outstanding; and

                  (ii)     a period (a Standstill Period) of not less than:

                           (A)      90 days, in the case of non-payment of:

                                    I.       any principal, interest or fees; or

                                    II.      any other amounts the Sterling
                                             Amount of which in aggregate
                                             exceeds(pound)10,000,

                                    in each case representing Senior
                                    Subordinated Debt;

                           (B)      120 days, in the case of breach of a
                                    financial covenant in clause 10.3 (Financial
                                    undertakings) of and schedule S (Financial
                                    undertakings and accounting terms) to the
                                    Senior Subordinated Facility Agreement; or

                           (C)      150 days, in any other case,

                           has elapsed from the date the Senior Agent received
                           the Enforcement Notice relating to such Senior
                           Subordinated Default; and

                  (iii)    such Senior Subordinated Default is outstanding at
                           the end of the Standstill Period (for which purpose a
                           breach of a financial covenant under the Senior
                           Subordinated Facility Agreement will be treated as
                           remedied if that financial


                                       14
<PAGE>




                           covenant is complied with when next tested under the
                           Senior Subordinated Facility Agreement).

9.       APPLICATION OF PROCEEDS OF ENFORCEMENT

9.1      Order of Application

         Subject to the rights of any creditor with prior security or
         preferential claims, the proceeds of enforcement of the Security shall
         be paid to the Security Agent. Those proceeds and all other amounts
         paid to the Security Agent under this Agreement shall be applied in the
         following order:



         (a)      First as to a sum equivalent to the amounts payable to the
                  Security Agent under paragraph 16 of Schedule S and clauses
                  10.1 and 10.4 of the Group Debenture as defined in the Senior
                  Subordinated Facility Agreement and any equivalent or similar
                  provisions in any other New Security Document from time to
                  time (excluding any amounts received by the Security Agent
                  pursuant to paragraph 10 of Schedule 5), for the Security
                  Agent absolutely;

         (b)      Second as to a sum equivalent to the amounts standing to the
                  credit of any Cash Collateral Accounts in respect of Ancillary
                  Facilities Liabilities or otherwise standing to the credit of
                  any accounts which have been netted against Ancillary
                  Facilities Liabilities under the terms of the Ancillary
                  Facilities Letters which operate on a net limit basis in each
                  case from time to time and to the extent that for any reason
                  the relevant Ancillary Facilities Banks are unable to apply
                  such amounts in satisfaction of Ancillary Facilities
                  Liabilities, for such relevant Ancillary Facilities Banks
                  absolutely, pro-rata in respect of each such relevant
                  Ancillary Facilities Bank;

         (c)      Third as to a sum equivalent to the Senior Debt (other than
                  that owing to the Security Agent and (to the extent that they
                  are satisfied pursuant to Subclause 9.1(b) and/or Clause 9.2
                  (Ancillary Facilities Liabilities)) the Ancillary Facilities
                  Banks) (for the avoidance of doubt excluding the amount of any
                  Senior Debt referred to in the proviso to such term in
                  Subclause 1.1 (Definitions)), for the Senior Finance Parties
                  absolutely, and pro-rata (with the Security Agent obtaining a
                  good discharge in respect of the amounts expressed to be due
                  to the Senior Finance Parties (other than the Hedge
                  Counterparties) under the terms of the Senior Facilities
                  Agreement by paying such amounts to the Senior Agent for
                  distribution in accordance with clause 8.9 of the Senior
                  Facilities Agreement);

         (d)      Fourth as to a sum equivalent to the Senior Subordinated Debt,
                  for the Senior Subordinated Finance Parties absolutely, and
                  pro-rata (with the Security Agent obtaining a good discharge
                  by paying such amounts to the Senior Subordinated Agent for
                  distribution in accordance with clause 8.9 of the Senior
                  Subordinated Facility Agreement);


         (e)      Fifth in payment to the Senior Agent for application towards
                  any amounts of Senior Debt referred to in the proviso to such
                  term in Subclause 1.1 (Definitions) pro-rata between the
                  holders of such Senior Debt;


                                       15
<PAGE>


         (0       SIXTH to such other persons (if any) as are legally entitled
                  thereto in priority to the Company and the Charging
                  Subsidiaries; and

         (g)      Seventh as to the balance (if any) for the Company and the
                  Charging Subsidiaries absolutely pro-rata to the respective
                  amounts paid, received or recovered from each of them.

9.2      Ancillary Facilities Liabilities

         The other Secured Creditors agree with the Ancillary Facilities Banks
         that any part of the Ancillary Facilities Liabilities in respect of
         which amounts are standing to the credit of any Cash Collateral
         Accounts in the name of the Ancillary Facilities Banks pursuant to the
         Senior Facilities Agreement and/or any Ancillary Facilities Letter or
         which have otherwise been netted against amounts standing to the credit
         of any accounts under the terms of any Ancillary Facilities Letter
         shall rank ahead of the Indebtedness owing under the Secured Debt
         Finance Documents to the extent that the Ancillary Facilities Banks are
         able to apply such amounts in satisfaction of such Ancillary Facilities
         Liabilities.

10.      ENFORCEMENT OF SECURITY

10.1     Enforcement Instructions

(a)      The Security Agent may refrain from enforcing the Security unless
         instructed otherwise by an Instructing Group or, if required under
         paragraph (b) of Subclause 10.2 (Competing Instructions to Security
         Agent), the Majority Senior Subordinated Banks.

(b)      Subject to the Security having become enforceable, an Instructing Group
         or, if permitted under Clause S (Permitted Enforcement), the Majority
         Senior Subordinated Banks may give or refrain from giving instructions
         to the Security Agent to enforce or refrain from enforcing the Security
         as they see fit.

10.2     Competing Instructions to Security Agent

(a)      Save as provided in paragraph (b) below, any instructions given to the
         Security Agent by an Instructing Group will override any conflicting
         instructions given by any other Parties.

(b)      Prior to the Senior Discharge Date:

         (i)      if the Majority Senior Banks have instructed the Security
                  Agent not to enforce or to cease enforcing the Security; or

         (ii)     in the absence of instructions from the Majority Senior Banks,

         the Security Agent shall give effect to any instructions to enforce the
         Security which the Majority Senior Subordinated Banks are then entitled
         to give to the Security Agent under Clause 8 (Permitted Enforcement).

(c)      The Security Agent is entitled to rely on and comply with instructions
         given in accordance with this Subclause.

103 Manner of Enforcement

(a)      The Security Agent shall enforce the Security (if then enforceable) in
         such manner as an Instructing Group or, if required by paragraph (b) of
         Subclause 10.2 (Competing Instructions



                                       16
<PAGE>



         to Security Agent), the Majority Senior Subordinated Banks shall
         instruct or, in the absence of those instructions, as it sees fit and,
         subject as required by applicable law, having regard first to the
         interests of the Senior Finance Parties, but also having regard to the
         interests of the Senior Subordinated Finance Parties save where to do
         so could, in the opinion of the Security Agent or the Majority Senior
         Banks (as the case may be), adversely affect the interests Of the
         Senior Finance Parties.

(b)      None of the Security Agent and the Senior Finance Parties shall be
         responsible to any Senior Subordinated Finance Party or Obligor, and no
         Senior Subordinated Finance Party shall be responsible to any Obligor,
         for any enforcement or failure to enforce or to maximise the proceeds
         of any enforcement of the Security, and any of the Security Agent, the
         Senior Finance Parties and the Senior Subordinated Finance Parties,
         as1h~ case may be, may cease any such enforcement at any time.

10.4     Sales by Security Agent

         If a disposal to a person or persons outside the Group of any asset
         owned by an Obligor over which Security has been created is:

         (a)      permitted by subclause 10.6(1) (Disposals) of the Senior
                  Facilities Agreement and subclause 10.6(1) (Disposals) of the
                  Senior Subordinated Facility Agreement;

         (b)      being effected at the request of an Instructing Group or, if
                  required under paragraph (b) of Subclause 10.2 (Competing
                  instructions to the Security Agent), the Majority Senior
                  Subordinated Banks, in circumstances where the Security has
                  become enforceable; or

         (c)      being effected by enforcement of the Security,

         the Security Agent is irrevocably authorised to execute on behalf of
         each Secured Creditor and each Obligor (and at the cost of the relevant
         Obligor),

         (i)      any release of the Security over that asset; and

         (ii)     if that asset comprises all of the shares in the capital of
                  any Obligor (or any Holding Company of an Obligor) held by
                  members of the Group, a release of that Obligor and its
                  Subsidiaries from all present and future liabilities (both
                  actual and contingent and including any liability to any other
                  Obligor under the Senior Finance Documents or the Senior
                  Subordinated Finance Documents by way of contribution or
                  indemnity) in its capacity as a guarantor under the Senior
                  Finance Documents or the Senior Subordinated Finance Documents
                  and a release of any Security granted by that Obligor and its
                  Subsidiaries over any of their respective assets,

         PROVIDED THAT:

                  (A)      in the case of paragraph (a) above the Net Proceeds
                           of the disposal are to be applied as provided for in
                           the Senior Facilities Agreement and the Senior
                           Subordinated Facility Agreement; and

                  (B)      otherwise the net cash proceeds of the sale or
                           disposal are applied in payment of Secured Debt in
                           the order set out in Clause 9 (Application of
                           Proceeds of Enforcement).


                                       17
<PAGE>




         Each Secured Creditor will execute such releases as the Security Agent
         may reasonably require to give effect to this Subclause. No such
         release will affect the obligations and liabilities of any other
         Obligor under the Secured Debt Finance Documents.

11.      AMENDMENTS

11.1     Amendments

         Subject to Subclause 11.2 (Permitted Amendments), no Party may amend
         any term of any Secured Debt Finance Document in a manner or to an
         extent which would result in:

         (a)      any increase in the amount of any payment under that Secured
                  Debt Finance Document not contemplated by the original terms
                  of the Secured Debt Finance Documents;

         (b)      any payment becoming due or being required to be paid earlier
                  or more frequently than originally provided for under or
                  contemplated by that Secured Debt Finance Document (but this
                  shall not restrict the operation of subclauses 12.2
                  (Acceleration) or 12.3 (Demand basis) of the Senior Facilities
                  Agreement or 11.2 (Acceleration) or 11.3 (Demand basis) of the
                  Senior Subordinated Facility Agreement);

         (c)      any deferral of any scheduled repayment of any Senior Debt:

                  (i)      in an aggregate amount in excess of the Senior
                           Headroom, by more than 6 months from the original due
                           date; or

                  (ii)     to a date falling after 31 March 2009;

         (d)      any deferral or waiver of a mandatory prepayment under clauses
                  6.6 (Mandatory prepayment), 6.10 (Application of disposal
                  proceeds), 6.11 (Cash sweep) or 6.12 (Citadel Insurance
                  Company Limited) of the Senior Facilities Agreement which
                  prepayment would otherwise be in an aggregate amount in excess
                  of the Senior Headroom;

         (e)      any change to the basis upon which an amount accrues or a
                  payment is calculated in accordance with, or any change in the
                  currency of any payment under, the original provisions of that
                  Secured Debt Finance Document;

         (1)      any representation, warranty, undertaking or event of default
                  under that Secured Debt Finance Document imposing an
                  additional material obligation on any Obligor or becoming more
                  onerous in any material respect for an Obligor;

         (g)      any Obligor becoming liable to make an additional payment or
                  any change from non-cash payment or capitalisation of any
                  amount to cash payment, not contemplated by the original terms
                  of that Secured Debt Finance Document; or

         (h)      a change to the priority, ranking or subordination achieved or
                  intended to be achieved by this Agreement.

11.2     permitted Amendments

         Notwithstanding Subclause 11.1 (Amendments), the terms of a Secured
         Debt Finance Document may be amended if the amendment:


                                       18
<PAGE>




         (a)      is agreed to by an Instructing Group (and if prior to the
                  Senior Discharge Date the Majority Senior Subordinated Banks
                  in the case of any amendment relating to the Senior Finance
                  Documents);

         (b)      constitutes a procedural or administrative change arising in
                  the ordinary course of administration of the relevant Secured
                  Debt and is not material;

         (c)      constitutes a deferral of any scheduled repayment of any
                  Senior Debt (not being Hedging Debt):

                  (i)      in an amount not exceeding the Senior Headroom, by
                           not more than six months from the original due date;
                           and

                  (ii)     to a date falling not later than 31 March 2009,

                  together with interest on the deferred principal amount at the
                  same rate (subject to Subclause 11.2(1)) as that payable under
                  the original provisions of the Senior Finance Documents;

         (d)      constitutes a capitalisation of interest, fees or expenses
                  into principal provided that (in ____~_the~case~~otan3L such
                  capitalisation~ofthe-SeniorDebt)~Subciause--1-1-~2(e)
                  4s-eornp1ied---~---- with;

         (e)      constitutes an increase in the principal amount of the Senior
                  Debt (excluding Hedging Debt) and the payment of fees and
                  expenses in connection with such increase together with
                  interest on the additional principal amount at the same rate
                  (subject to Subclause 11.2(1)) as that payable under the
                  original provisions of the Senior Finance Documents, but only
                  to the extent that such increased amount is scheduled to be
                  repaid on a date falling on or before 31 March 2009 and is not
                  in excess of the Senior Headroom

         (0       (in the case of the Senior Facilities Agreement) increases, by
                  not more than one per cent., the applicable Margin in respect
                  of any amount outstanding under the Senior Facilities
                  Agreement and not constituting a breach of this Agreement by
                  reason only that it falls within the Senior Headroom; and/or

         (g)      (in the case of the Senior Subordinated Facility Agreement)
                  increases the Margin (as defined in the Senior Subordinated
                  Facility Agreement) to any rate which, on the date of any
                  amendment to the Senior Subordinated Facility Agreement
                  pursuant to this Subclause (g), is lower than the LIBOR
                  adjusted return, as calculated on such date, on Newco l's High
                  Yield Bonds to their maturity.

         If the Senior Finance Parties or Senior Subordinated Finance Parties,
         as the case may be, are requested to consent to any amendments of any
         Senior Subordinated Finance Document or Senior Finance Document under
         paragraph (a) above they shall use their reasonable endeavours to
         consider and respond to such request in a timely manner.

11.3     Remedies Cumulative, Waivers

         The rights of each Secured Creditor under this Agreement:

         (a)      are cumulative and not exclusive of its tights under the
                  general law;

         (b)      may be waived only in writing and specifically; and


                                       19
<PAGE>




         (c)      may be exercised as often as necessary.

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

12.      HEDGING DEBT

12.1     Accession of Hedge Counterparties

         A person providing Hedging to any Obligor will only be entitled to
         share in the Security in respect of that Hedging or benefit from this
         Agreement if:

         (a)      that person and is specified in Schedule 2 (Senior Finance
                  Parties); or

         (b)      that person is a Senior Bank (or its Bank Affiliate) or the
                  Senior Agent and the Senior Subordinated Agent have agreed in
                  writing to the identity of that person. Upon the execution by
                  that person of a Deed of Accession and its delivery to the
                  Security Agent that person will become a Hedge Counterparty
                  under this Agreement.

12.2     Undertakings relating to Hedging Debt

         Unless the Majority Senior Banks and Majority Senior Subordinated Banks
         have agreed in writing no Hedge Counterparty will terminate or close
         out any Hedge Transaction to which it is a party (each such Hedge
         Transaction being a relevant Hedging Transaction) except:

                  (i)      as a result of the non-payment by the relevant member
                           of the Group of any Indebtedness under any relevant
                           Hedging Transaction which has fallen due for payment
                           in the currency and manner stipulated in the relevant
                           Hedge Document before the expiry of any applicable
                           cure period (or, if no cure period is prescribed in
                           the relevant Hedge Document, 3 Banking Days);

                  (ii)     as a result of the repudiation of any relevant
                           Hedging Transaction by the relevant member of the
                           Group;

                  (iii)    upon the issue by the Senior Agent of a notice under
                           paragraphs (c) or (e) of subclause 12.2
                           (Acceleration) of the Senior Facilities Agreement;

                  (iv)     upon:

                           (A)      it becoming contrary to any law or
                                    regulation for the relevant member of the
                                    Group or such Hedge Counterparty to perform
                                    the payment obligations expressed to be
                                    assumed by it in respect of any relevant
                                    Hedging Transaction or such obligations
                                    become invalid or unenforceable against the
                                    relevant member of the Group; or

                           (B)      any provision of any Hedge Document to which
                                    such Hedge Counterparty is a party relating
                                    to the termination thereof (including,
                                    without limitation, the calculation of or
                                    obligation to pay amounts upon such
                                    termination) becoming invalid or
                                    unenforceable against the relevant member of
                                    the Group;

                  (v)      upon any exchange control, foreign currency or other
                           consent authorisation, licence or approval of, or
                           registration with or declaration to, governmental or
                           public bodies or authorities or courts required by
                           the relevant member of the Group to authorise, or
                           required by the relevant member of the Group in


                                       20
<PAGE>


                           connection with, the execution, delivery, validity,
                           enforceability or admissibility in evidence of any
                           Hedge Document or the performance of its payment
                           obligations thereunder being modified in a manner
                           unacceptable to such Hedge Counterparty or not being
                           granted or being revoked or terminated or expiring
                           and not being renewed or otherwise ceasing to be in
                           fill force and effect, or

                  (vi)     upon the winding-up of, or the administration of, or
                           the appointment of a receiver in respect of any part
                           of the assets and/or undertaking of, or the
                           dissolution of, the relevant member of the Group
                           party to the relevant Hedging Transaction (or any
                           analogous provision in any other jurisdiction).

123      Hedge Documents

         Each Hedge Document shall be on the terms of the International Swaps &
         Derivatives Association, Inc. 1992 Master Agreement
         (Multicurrency-Cross Border) under which:

         (a)      "Second Method" and "Market Quotation" shall be specified as
                  the payment method applicable;

         (b)      no additional rights of set-off beyond those contained in the
                  Senior Facilities Agreement shall be specified; and

         (c)      the governing law is English law.

12.4     Termination payments

         Each Hedge Counterparty and the Company agree that any termination
         payment payable by a Hedge Counterparty to the Company in respect of
         any relevant Hedge Document shall be payable in full without any
         set-off or counterclaim whatsoever to the Company (irrespective of any
         amounts that may at such time be due from the Company to any such Hedge
         Counterparty under any Secured Debt Finance Document).

13.      CONSENTS AND LIMITS

13.1     Waivers

         If any waiver, release or consent is granted by the Majority Senior
         Banks under the Senior Finance Documents on or prior to the Senior
         Discharge Date, a corresponding waiver, release or consent will, if
         necessary to avoid a breach or default under any other Secured Debt
         Finance Document, be deemed to have been given by the Hedge
         Counterparties and the Senior Subordinated Finance Parties (on the same
         terms and conditions, mutatis mutandis) under the Hedge Documents or
         Senior Subordinated Finance Documents, as the case may be, PROVIDED
         THAT:

         (a)      no such deemed waiver, release or consent shall:

                  (i)      extend the due date for or reduce the amount of or
                           change the currency of any payment due to any Hedge
                           Counterparty or Senior Subordinated Finance Party or
                           change the terms by reference to which any payment is
                           to be calculated or made under the relevant Secured
                           Debt Finance Documents;

                  (ii)     be made to clause 11 (Events of Default) of the
                           Senior Subordinated Facility Agreement or any
                           provision of the Senior Subordinated Finance
                           Documents


                                       21
<PAGE>



                           which, under the Senior Subordinated Facility
                           Agreement (as originally in force), requires the
                           consent of all the Senior Subordinated Finance
                           Parties to waive, release or amend; or

                  (iii)    be made to:

                           (A)      paragraphs 1.1, 1.2 or 1.3 of schedule S
                                    (Financial undertakings and accounting
                                    terms) to the Senior Subordinated Facility
                                    Agreement other than a waiver, release or
                                    consent in relation to column B of each
                                    thereof which has the effect of reducing the
                                    financial covenant levels in such paragraphs
                                    (so that the financial covenants are less
                                    onerous for the Company) to not less than 90
                                    per cent. of the levels at which they are
                                    set at the date of this Agreement; or

                           (B)      paragraphs 1.4 or 2 of schedule 8 (Financial
                                    undertakings and accounting terms) to the
                                    Senior Subordinated Facility Agreement; and

         (b)      (except as permitted by paragraph (a)(iii)(A)) any such deemed
                  waiver, release or consent not prohibited by paragraph (a)
                  must constitute a procedural or administrative change arising
                  in the ordinary course of administration of the relevant
                  Secured Debt and not be material.

13.2     Non-Objection

         No Senior Finance Party, Senior Subordinated Finance Party or Obligor
         shall have any claim or remedy against any of:

         (a)      the Senior Finance Parties by reason of any transaction
                  entered into between any of the Senior Finance Parties and any
                  member of the Group or any requirement or condition imposed by
                  or on behalf of the Senior Finance Parties on any member of
                  the Group; or

         (b)      the Senior Subordinated Finance Parties by reason of any
                  transaction entered into between any of the Senior
                  Subordinated Finance Parties and any member of the Group or
                  any requirement or condition imposed by or on behalf of the
                  Senior Subordinated Finance Parties on any member of the
                  Group,

         which breaches or is or causes a default under any of the Secured Debt
         Finance Documents, unless entered into in breach of the terms of this
         Agreement.

13.3     Limit on Senior Debt

         The Obligors and the Senior Finance Parties agree that, except as
         otherwise agreed in writing by the Majority Senior Subordinated Banks,
         the Sterling Amount of the principal amount of the outstanding Senior
         Debt (excluding for this purpose only Hedging Debt and, in the case of
         any Ancillary Facilities Bank, the amount (if any) by which its
         Ancillary Facilities Liabilities exceed any net limit imposed under the
         terms of the relevant Ancillary Facility) shall at no time exceed
         (pound)365,000,000 (less repayments and prepayments of the Drawings
         actually made after the date of this Agreement in circumstances where a
         corresponding part of the Commitments is cancelled) plus the Senior
         Headroom at such time.


                                       22
<PAGE>




14.      WARRANTIES

         Each Senior Subordinated Finance Party warrants to each Senior Finance
         Party that:

         (a)      it is duly incorporated or established and validly existing
                  under the laws of the jurisdiction of its incorporation;

         (b)      this Agreement and the other Secured Debt Finance Documents to
                  which it is a party are within its powers and have been duly
                  authorised and executed by it

         (c)      the Secured Debt Finance Documents to which it is a party
                  copied to the Senior Agent at or before the signing of this
                  Agreement contain (when taken together with any amendments
                  permitted under Clause 11 (Amendments)) all the terms and
                  conditions of the Senior Subordinated Debt owed to it;

         (d)      it is the sole legal and beneficial o~ter of the Senior
                  Subordinated Debt owed to it free from any Encumbrance or
                  subordination in thvour of any person except any existing
                  under this Agreement; and

         (e)      this Agreement constitutes its legal, valid and binding
                  obligations and the entry into and performance of the
                  transactions contemplated by this Agreement does not conflict
                  with any law or regulation applicable to it or with its
                  constitutional documents or any other agreement binding on it
                  or its assets.

15.      INFORMATION

15.1     Defaults

         The Senior Subordinated Agent and the Senior Agent will promptly notify
         each other of the occurrence of any Senior Subordinated Default or
         Senior Default, as the case may be, on receipt by it of a notice from
         an Obligor specifying the event concerned (and expressly identifying
         it as a Senior Subordinated Default or Senior Default (as applicable)).

15.2     Amount of debt

         Each of the Senior Agent, the Hedge Counterparties and the Senior
         Subordinated Agent will on~written request by any of the others notify
         the others in writing of details of the amount of the outstanding
         Senior Debt, Hedging Debt or Senior Subordinated Debt, as the case may
         be.

15.3     Other Information

         (a)      Subject to paragraph (b) of this Subclause, each Obligor
                  authorises each of the Secured Creditors to disclose to each
                  other and to the HMTF Group all information relating to that
                  Obligor, its Subsidiaries or related entities, and coming into
                  the possession of any of them in connection with the Secured
                  Debt Finance Documents.

         (b)      In the case of an acquisition funded by Senior Subordinated
                  Facility Advances the Senior Subordinated Finance Parties are
                  not authorised to disclose:

                  (i)      the financial models referred to in paragraph 13 of
                           part 2 of schedule 3 to the Senior Subordinated
                           Facility Agreement to the Senior Finance Parties
                           before the times the Senior Finance Parties are
                           entitled to receive the information referred to in
                           subclause 10.6(s) paragraphs (B)(4) and (C)
                           (Acquisitions and joint-ventures) of the Senior
                           Facilities Agreement;


                                       23
<PAGE>




                  (ii)     the Reports referred to in paragraph $ of part 2 of
                           schedule 3 to the Senior Subordinated Facility
                           Agreement (Documents and evidence required as
                           conditions precedent) until signing of the sale and
                           purchase agreement for the Acquisition in connection
                           with which such Reports have been prepared.

15.4     Consultation

         The Agents shall, so far as practicable in the circumstances, consult
         each other before taking any formal steps to exercise any remedy
         against any Obligor or to take any enforcement action but nothing in
         this Subclause will invalidate or otherwise affect any action or step
         taken without such consultation.

15.5     Registration and Notice

         The Agents will co-operate with each other with a view to reflecting
         the priority of the security conferred by the Security Documents in:

         (a)      any required registration of any Security Document; and

         (b)      giving any notice under the Security Documents.

16.      SUBROGATION

16.1     Subrogation of Senior Subordinated Finance Parties

(a)      If any Senior Debt is paid out of any proceeds received in respect of
         the Senior Subordinated Debt owing to one or more Senior Subordinated
         Finance Parties, those Senior Subordinated Finance Parties (pro rats to
         their respective interests in such Senior Subordinated Debt) will to
         that extent be subrogated to the Senior Debt so paid (and all
         securities and guarantees for that Senior Debt).

(b)      Any rights of subrogation so arising cannot (and shall not) be
         exercised before the Senior Discharge Date without the consent of the
         Majority Senior Banks.

(c)      After the Senior Discharge Date, to the extent that the Senior
         Subordinated Finance Parties are entitled to exercise rights of
         subrogation, each Senior Finance Party (subject to its being
         indemnified to its reasonable satisfaction against any resulting costs,
         expenses and liabilities) will give such assistance to enable such
         rights so to be exercised as the Senior Subordinated Agent and/or the
         Security Agent may reasonably request.

16.2     Non-Subrogation

         Prior to the Secured Debt Discharge Date the Obligors will not under
         any circumstances be subrogated to or entitled to exercise any of the
         rights of the Secured Creditors or exercise or enforce any security
         arising under any of the Security Documents.

17.      PROTECTION OF SUBORDINATION


                                       24
<PAGE>


17.1     Continuing Subordination

         The subordination provisions in this Agreement constitute a continuing
         subordination and benefit to the ultimate balance of the Senior Debt
         regardless of any intermediate payment or discharge of the Senior Debt
         in whole or in part.




                                       25
<PAGE>



17.2     Waiver of Defences

         The subordination in this Agreement and the obligations of each Senior
         Subordinated Finance Party and each Obligor under this Agreement will
         not be affected by any act, omission, matter or thing which, but for
         this provision, would reduce, release or prejudice the subordination or
         any of those obligations, including:

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

         (b)      any release of any person under the terms of any composition
                  or arrangement;

         (c)      the taking, variation, compromise, exchange, renewal or
                  release of, or refusal or neglect to perfect, take up or
                  enforce, any rights against, or security over assets of, any
                  person;

         (d)      any non-presentation or non-observance of any formality or
                  other requirement in respect of any instrument or any failure
                  to realise the fill value of any security;

         (e)      any incapacity or lack of power, authority or legal
                  personality of or dissolution or change in the members or
                  status of any person;

         (1)      any amendment (however fundamental) or replacement of any
                  Secured Debt Finance Document or any other document or
                  security; or

         (g)      any unenforceability, illegality, invalidity or
                  non-provability of any obligation of any person under any
                  Secured Debt Finance Document or any other document or
                  security or the failure by any member of the Group to enter
                  into or be bound by any Secured Debt Finance Document.

17.3     Appropriations

         Until the Secured Debt Discharge Date, each Secured Creditor (or any
         trustee or agent on its behalf) may:

         (a)      without affecting the liability of any Senior Subordinated
                  Finance Party or any Obligor under the Secured Debt Finance
                  Documents:

                  (i)      refrain from applying or enforcing any moneys,
                           security or rights (other than moneys, security or
                           rights held or received under the Secured Debt
                           Finance Documents) held or received by that Secured
                           Creditor (or any trustee or agent on its behalf)
                           against the Secured Debt; or

                  (ii)     apply and enforce them in such manner and order as it
                           sees fit (whether against the Secured Debt or
                           otherwise); and

         (b)      hold in an interest-bearing suspense account any moneys
                  received from any Senior Subordinated Finance Party or Obligor
                  or on account of that Senior Subordinated Finance Party's or
                  that Obligor's liability under the Secured Debt Finance
                  Documents.

18.      PRESERVATION OF DEBT


                                       26
<PAGE>


(a)      In spite of any term of this Agreement postponing, subordinating or
         preventing the payment of any of the Senior Subordinated Debt, as
         between the Obligors and the Senior Subordinated


                                       27
<PAGE>


         Finance Parties, the Senior Subordinated Debt shall remain owing or
         payable (and interest or default interest shall continue to accrue) in
         accordance with the terms of the Senior Subordinated Finance Documents.

(b)      No delay in exercising rights and remedies under any of the Senior
         Subordinated Finance Documents by reason of any term of this Agreement
         shall operate as a permanent waiver of any of those rights and
         remedies.

19.      EXPENSES

19.1     Enforcement Costs

         Each Senior Subordinated Finance Party will within three Banking Days
         of demand pay to each Senior Finance Party the amount of all reasonable
         costs and expenses incurred by it in connection with the enforcement
         against that Senior Subordinated Finance Party of such Senior Finance
         Party's rights against it under this Agreement.

19.2     Legal Expenses and Taxes

         The costs and expenses referred to above include the fees and expenses
         of legal advisers and any value added tax or similar tax, and are
         payable in the currency in which they are incurred.

20.      CHANGES TO THE PARTIES

20.1     Successors and Assigns

         This Agreement is binding on the successors and assigns of the Parties.

20.2     Obligors

         No Obligor may assign or transfer any of its rights (if any) or
         obligations under this Agreement.

20.3     New Obligors

         The Company will procure that each member of the Group which is not
         already an Obligor which becomes liable (whether actually or
         contingently) for any Secured Debt (each such person being a New
         Obligor) becomes an Obligor by the execution and delivery to the
         Security Agent of a duly completed Deed of Accession (together with
         such board resolutions and other corporate documentation as the
         Security Agent may reasonably require).

20.4     New Creditors

         No Secured Creditor will:

         (a)      assign, transfer or dispose of any of the Secured Debt owing
                  to it or its proceeds or any interest in that Secured Debt or
                  its proceeds to or in favour of any person or

         (b)      assign, transfer, novate or dispose of any of its rights or
                  obligations under any of the Secured Debt Finance Documents to
                  any person,


                                       28
<PAGE>


         unless in each case that person agrees with the Parties that it is
         bound by all the terms of this Agreement as a Senior Finance Party
         (and, if appropriate, as a Hedge Counterparty) or Senior Subordinated
         Finance Party, as the case may be, by executing and delivering to the
         Security



                                       29
<PAGE>



         Agent a duly completed Deed of Accession or, in the case of a Senior
         Bank, by the execution and delivery to the Senior Agent of a
         Substitution Certificate as contained in schedule 5 to the Senior
         Facilities Agreement or, in the case of a Senior Subordinated Bank, by
         the execution and delivery to the Senior Subordinated Agent of a
         Substitution Certificate as contained in schedule 5 to the Senior
         Subordinated Facility Agreement.

20.5     Resignation of Agents

(a)      No Agent may resign or be removed except as specified in the Senior
         Finance Documents or in the Senior Subordinated Finance Documents (as
         the case may be) and only if a replacement Agent agrees with all the
         other Parties to become party to and be bound by this Agreement as the
         replacement Agent by the execution and delivery to the Security Agent
         of a duly completed Deed of Accession.

(b)      Notwithstanding anything to the contrary contained in any of the Senior
         Subordinated Finance Documents, the Security Agent may not be removed
         (or have his authority terminated) by the Senior Subordinated Finance
         Parties or any of them prior to the Senior Discharge Date.

20.6     Supplements

         Each of the other Parties appoints:

         (a)      the Senior Agent as its agent to sign on its behalf any
                  Substitution Certificate entered into under the Senior
                  Facilities Agreement; and

         (b)      the Senior Subordinated Agent as its agent to sign on its
                  behalf any Substitution Certificate entered into pursuant to
                  the Senior Subordinated Facility Agreement; and

         (c)      the Security Agent as its agent to sign on its behalf any Deed
                  of Accession,

         in order that each such Substitution Certificate or Deed of Accession
         may be supplemental to this Agreement and be binding on and enure to
         the benefit of all the Parties.

20.7     Option to Purchase

(a)      If:

         (i)      the Enforcement Date has occurred; or

         (ii)     the Majority Senior Banks have instructed the Security Agent
                  to enforce any material part of the Security,

         the Senior Subordinated Banks may by giving not less than 10 Banking
         Days' notice to the Senior Agent specifing the purchase date (the
         Purchase Date) which shall be a Banking Day elect to purchase or
         procure the purchase of all (and not part only) of the outstanding
         Senior Debt, Any such notice once given is irrevocable.

(b)      On the Purchase Date:

         (i)      the Senior Subordinated Banks shall pay to the Senior Agent in
                  cash and in the currency in which the Senior Debt is
                  denominated an amount (the Purchase Amount) determined by the
                  Senior Agent (acting reasonably) to be equal to the




                                       30
<PAGE>




                  outstanding Senior Debt (including all accrued interest, fees
                  and expenses together with any broken funding costs) on the
                  Purchase Date;

         (ii)     the Senior Banks shall, subject to payment to them of the
                  Purchase Amount, transfer the Senior Debt to the Senior
                  Subordinated Banks by means of Substitution Certificates or by
                  such other means as the Senior Banks and the Senior
                  Subordinated Banks may otherwise agree. Each of the Borrowers
                  under the Senior Facilities Agreement shall, if required by
                  the Senior Subordinated Agent, execute any such Substitution
                  Certificate;

         (iii)    each Senior Bank shall be deemed to have warranted to the
                  Senior Subordinated Banks that:

                           "It is the owner of the beneficial interest, free
                           from all Encumbrances and third party interests other
                           than any arising under the Senior Finance Documents
                           or by operation of law, in all rights and interests
                           under the Senior Finance Documents purporting to be
                           assigned or transferred by it by such transfer. It
                           has the corporate power to effect, and has taken all
                           necessary corporate action to authorise, such
                           assignment or transfer."

(c)      Save as specified in sub-paragraph (iii) of paragraph (b) above, any
         such transfer by the Senior Banks shall be without recourse to, or
         representation or warranty from, the Senior Banks and the terms of
         clause 16 of the Senior Facilities Agreement relating to the
         substitution of Senior Banks shall apply to any such transfer.

The      Senior Subordinated Banks shall provide an indemnity to each Senior
         Bank from a person acceptable to all the Senior Banks and in a form
         satisfactory to the Majority Senior Banks, for any and all costs,
         losses and expenses which may be sustained or incurred by such Senior
         Bank in consequence of any Purchase Amount being required (or it being
         alleged that it is required) to be paid back by or clawed back from any
         Senior Bank for any reason whatsoever.

21.      NOTICES

21.1     In writing

(a)      Any communication in connection with this Agreement must be in writing
         and, unless otherwise stated, may be given:

         (i)      in person, by post, telex or fax; or

         (ii)     if between the Security Agent and a Secured Creditor and the
                  Security Agent and the Secured Creditor agree, by e-mail or
                  other electronic communication.

(b)      For the purpose of this Agreement, an electronic communication will be
         treated as being in writing.

(c)      Unless it is agreed to the contrary, any consent or agreement required
         under this Agreement must be given in writing.



                                       31
<PAGE>


         2L2 Contact details

         (a)      Except as provided below, the contact details of each Party
                  for all communications in connection with this Agreement are
                  those notified by that Party for this purpose to the Security
                  Agent on or before the date it becomes a Party.

         (b)      The contact details of the Senior Finance Parties and Obligors
                  for this purpose are those originally provided for in the
                  Senior Facilities Agreement.

         (c)      The contact details of the Senior Subordinated Finance Parties
                  for this purpose are those originally provided for in the
                  Senior Subordinated Facility Agreement.

         (d)      The contact details of the Hedge Counterparties which are
                  Parties on the date of this Agreement are set out Schedule 2
                  (Senior Finance Parties).

         (e)      Any Party may change its contact details by giving five
                  Banking Days' notice to the Security Agent or (in the case of
                  the Security Agent) to the other Parties.



4)       (0       Where a Party nominates a particular department or officer to
                  receive a communication, a communication will not be effective
                  if it fhils to speci& that department or officer.

         213 Effectiveness

         (a)      Except as provided below, any communication in connection with
                  this Agreement will be deemed to be given as follows:

                  (i)      if delivered in person, at the time of delivery;

                  (ii)     if posted, five days after being deposited in the
                           post, postage prepaid, in a correctly addressed
                           envelope;

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

                  (iv)     if by fax, when received in legible form; and

                  (v)      if by e-mail or any other electronic communication,
                           when received in legible form.

         (b)      A communication given under paragraph (a) above but received
                  on a non-working day or after business hours in the place of
                  receipt will only be deemed to be given on the next working
                  day in that place.

         (c)      A communication to the Security Agent will only be effective
                  on actual receipt by it.

         22.      THE SECURITY AGENT

         (a)      Each Secured Creditor irrevocably appoints the Security Agent
                  as its agent under this Agreement and the New Security
                  Documents on the terms set out in Schedule 5 (Security Agent).


                                       32
<PAGE>


         (b)      Each Obligor and each other Secured Creditor agrees to the
                  terms set out in Schedule 5 (Security Agent).





                                       33
<PAGE>



23.      SEVERABILITY

         If a term of this Agreement is or becomes illegal, invalid or
         unenforceable in any jurisdiction

         in relation to any Party, that shall not affect:

         (a)      in respect of that Party the legality, validity or
                  enforceability in that jurisdiction of any other term of this
                  Agreement;

         (b)      in respect of any other Party the legality, validity or
                  enforceability in that jurisdiction of that or any other term
                  of this Agreement; or

         (c)      in respect of any Party the legality, validity or
                  enforceability in other jurisdictions of that or any other
                  term of this Agreement.

24.      COUNTERPARTS

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

25.      GOVERNING LAW

         This Agreement is governed by English law.

26.      ENFORCEMENT

26.1     Jurisdiction

(a)      The English courts have exclusive jurisdiction to settle any dispute in
         connection with this Agreement.

(b)      The English courts are the most appropriate and convenient courts to
         settle any such dispute and each Senior Subordinated Finance Party and
         Obligor waives objection to those courts on the grounds of inconvenient
         forum or otherwise in relation to proceedings in connection with this
         Agreement.

(c)      This Clause is for the benefit of the Senior Finance Parties only. To
         the extent allowed by

         law, a Senior Finance Party may take:

         (i)      proceedings in any other court; and

         (ii)     concurrent proceedings in any number of jurisdictions.

26.2     WaIver of immunity

         Each Senior Subordinated Finance Party and Obligor irrevocably and
         unconditionally:

         (a)      agrees not to claim any immunity from proceedings brought by a
                  Senior Finance Party against it in relation to this Agreement
                  and to ensure that no such claim is made on its behalf;

         (b)      consents generally to the giving of any relief or the issue of
                  any process in connection with those proceedings; and

         (c)      waives all rights of immunity in respect of it or its assets.



                                       34
<PAGE>




(TH.     263 WaIver of trial by jury

         EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO HAVE A JURY TRIAL OF ANY
         CLAIM OR CAUSE OF ACTION BASED ON OR ARISING FROM THIS AGREEMENT OR ANY
         TRANSACTION CONTEMPLATED BY THIS AGREEMENT. In the event of litigation,
         this Agreement may be filed as a written consent to a trial by the
         court.

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



(4~






4)






                                       35
<PAGE>


                             SCHEDULE 1 THE OBLIGORS

English

Beeson Group Limited (company number 1721453)

C & TH (CaIne) Limited (company number 183952)

Chivers Hartley Limited (company number 2081705)

Country Farms Limited (company number 305182)

Curf Farms (Chatteris) Limited (company number 1461987)

FMC (Meat) Limited (company number 671705)

Formwood Group (UK) Limited (company number 2046126)

Formwood Group Limited (company number 2175715)

H (Barnstaple) Limited (company number 2047347)

IlL Foods Limited (company number 2560855)

Hillsdown Ambient Foods Group Limited (company number 1220754)

Hillsdown Europe Limited (company number 2662027)

Hillsdown International Limited (company number 1943509)

Hillsdown Investments Limited (company number 1871848)

Hillsdown UK Limited (company number 1638448)

Hobson Limited (company number 1778744)

Horberry & Baker Limited (company number 1428538)


                                       36
<PAGE>


Lamberde Properties Limited (company number 2277876)

MBM Mosspak Limited (company number 753373)

MBM Produce Limited (company number 426939)

Northwest Prime Investments Limited (company number 2641825)

Premier Ambient Products (UK) Limited (company number 4427006)

Premier Financing Limited (company number 3716362)

Premier International Foods UK Limited (company number 314272)




                                       37
<PAGE>



Rowe, Manchett & Till Limited (company number 1746676) Rugby Securities Limited
(company number 1869278)






                                       38
<PAGE>
Scottish

Melroses Limited (company number 99843)

Premier Brands Limited (company number 96055)

Ridgways Limited (company number 105097)

Robert Wilson & Sons (Est. 1849) Limited (company number 20563)

DUTCH

HILISDOWN HOLLAND WV.

Hillsdown International B.V.

Jonker Fris B.V.

FRENCH

Hillsdown Holdings France S.A.S.

Materne Boin






                                       39
<PAGE>




                        SCHEDULE 2 SENIOR FINANCE PARTIES



Senior Banks



JPMorgan Chase Bank

Deutsche Bank Securities Inc.

San Paolo NI S.p.A, London Branch

Lloyds TSB Bank plc

Bank of Scotland

BNP Paribas

The Royal Bank of Scotland plc

Barclays Bank plc

KBC BankN.V., London Branch

The United Bank of Kuwait plc

Banco Espirito Santo, London Branch

Singer & Friedlander Limited

Metropolitan Life Insurance Company


                                       40
<PAGE>


Harbourmaster Loan Corporation WV.

The Sumitomo Trust & Banking Co., Ltd

The Governor and Company of the Bank of Ireland

GMAC Commercial Credit Limited

Duchess I CDO SA

Leveraged Finance Europe Capital I B.V.

Leveraged Finance Europe Capital II B .V.

Duchess I CDO SA

Duchess II CDO SA




                                       41
<PAGE>



Intercontinental CDO

Rabobani International, London Branch

Skandinanviska Enskilda Banken AB (publ)

Bayerische Landesbank Girozentrale London Branch

NO Bank N.V. , London Branch

Allied Irish Bank plc

Banca Nazionale del Lavoro S .p.A, London Branch

Danske Bank A/S

HSBC Bank plc

Oak Hill Securities Fund, L.P.

Oak Hill Securities Fund II, L.P.

HPC Nominees Limited

Jubilee CDO I B.V.

Alliance & Leicester Commercial Bank Plc

Harbourmaster Loan Corporation B.V.

HPC Nominees Ltd

Ahli United Bank (UK) Plc


                                       42
<PAGE>


Arrangers

J.P. Morgan plc

Barclays Capital (the investment banking division of Barclays Bank PLC)

Underwriters

JPMorgan Chase Bank

Barclays Bank PLC

Senior Agent

J.P. Morgan Europe Limited






                                       43
<PAGE>



Security Agent J.P. Morgan Europe Limited



Hedge Counterparties

JPMorgan Chase Bank

Barclays Bank plc



                                       44
<PAGE>


                                   SCHEDULE 3

                       SENIOR SUBORDINATED FINANCE PARTIES



Senior Subordinated Banks

JPMorgan Chase Bank



Arranger

J.P. Morgan plc



Underwriter

JPMorgan Chase Bank



Senior Subordinated Agent

J.P. Morgan Europe Limited




                                       45

<PAGE>

                                   SCHEDULE 4

                            FORM OF DEED OF ACCESSION


THIS DEED dated [ ], is supplemental to an intercreditor agreement (the
Intercreditor Agreement) dated [ J, November 2003 between, amongst others,
Premier Financing Limited as the Company, certain of its Subsidiaries as
Obligors, the Senior Subordinated Finance Parties, the Senior Finance Parties
and J.P. Morgan Europe Limited as Security Agent, Senior Agent and Senior
Subordinated Agent.

Words and expressions defined in the Intercreditor Agreement have the same
meaning when used in this Deed.

[Name of new Party] hereby agrees with each other person who is or who becomes a
party to the Intercreditor Agreement that with effect on and from the date
hereof it will be bound by the Intercreditor Agreement as a[n] *[Obligor/Senior
Finance Party/Hedge Counterparty/Senior Subordinated Finance Party/Senior
Agent/Security Agent/Senior Subordinated Agent] as if it had been party
originally to the Intercreditor Agreement in that capacity and that it shall
perform all of the undertakings and agreements set out in the Intercreditor
Agreement and given by a[n] *[Obligor/Sethor Finance Party/Hedge
Counterparty/Senior Subordinated Finance Party/Senior Agent/Security
Agent/Senior Subordinated Agent].

The address for notices of *[obligor/Senior Finance Party/Hedge
Counterparty/Senior Subordinated Finance Party/Senior Agent/Security
Agent/Senior Subordinated Agent] for the purposes of Clause 21 (Notices) of the
Intercreditor Agreement is:

[
This document takes effect as a deed notwithstanding that the Security Agent
only executes under hand.

This Deed is governed by English law and Clause 26 (Enforcement) of the
Intercreditor Agreement is hereby incorporated in this Deed by reference
(mutatis mutandis).

[Insert appropriate execution language] Acknowledged.

[Security Agent]

By:



                                       46


<PAGE>




                                   SCHEDULE 5

                                 SECURITY AGENT

APPOINTMENT

         Each Secured Creditor irrevocably appoints the Security Agent as its
         trustee for the purposes of the New Security Documents and irrevocably
         authorises the Security Agent in such capacity:

         (a)      to execute each of the New Security Documents and all such
                  further documents as may be approved by the Majority Senior
                  Banks and the Majority Senior Subordinated Banks for execution
                  by the Security Agent;

         (b)      (whether or not by or through employees or agents) to take
                  such action on such Secured Creditor's behalf and to exercise
                  such rights, remedies, powers and discretions as are
                  specifically delegated to the Security Agent by this Agreement
                  and the New Security Documents together with such powers and
                  discretions as are reasonably incidental thereto (but subject
                  to any restrictions or limitations specified in this Agreement
                  and the New Security Documents). The Security Agent shall,
                  however, not have any duties, obligations or liabilities
                  (whether fiduciary or otherwise) to the other Secured
                  Creditors beyond those expressly stated in this Agreement and
                  the New Security Documents; and

         (c)      to accept on behalf of the Secured Creditors the terms of any
                  reliance letter or engagement letter relating to the Third
                  Reports or any reports or letter provided by the Report
                  Providers in connection with the Secured Debt Finance
                  Documents or the transactions contemplated therein (including
                  any net asset letter in connection with financial assistance
                  procedures) and to bind the Secured Creditors in respect of
                  such Third Reports, reports or letters and to sign such
                  letters on their behalf and each Secured Creditor further
                  confirms that it accepts the terms and qualifications set out
                  in such letters.

         Notwithstanding that the Senior Agent, the Senior Subordinated Agent
         and the Security Agent may from time to time be the same entity, the
         Security Agent has entered into this Agreement and the New Security
         Documents in its separate capacity as Security Agent for the Secured
         Creditors under and pursuant to this Agreement and as security trustee
         for the Secured Creditors to hold the security created or to be created
         by the New Security Documents on the terms set out in this Agreement
         and the New Security Documents. However, where the Secured Debt Finance
         Documents provide for the Senior Agent or the Senior Subordinated Agent
         to communicate with or provide instructions to the Security Agent,
         while the Senior Agent or the Senior Subordinated Agent and the
         Security Agent are the same entity it will not be necessary for there
         to be any such formal communications or instructions notwithstanding
         that the Secured Debt Finance Documents provides in certain cases for
         the same to be in writing.

2.       SECURITY AGENT'S ACTIONS

         Any action taken by the Security Agent under or in relation to this
         Agreement and/or any New Security Document with the requisite
         authority, or on the basis of appropriate instructions, received from
         an Instructing Group or, if required by paragraph (b) of Subclause 10.2
         (Competing Instructions to the Security Agent), the Majority Senior
         Subordinated Banks (or as otherwise duly authorised) shall be binding
         on all the Secured Creditors.



                                       47


<PAGE>




3.       SECURITY AGENT'S RIGHTS

         In respect of the New Security Documents, the Security Agent may:

         (a)      in the exercise of any right, remedy, power or discretion in
                  relation to any matter, or in any context, not expressly
                  provided for by this Agreement, act or, as the case may be,
                  refrain from acting in accordance with the instructions of an
                  Instructing Group (or the Majority Senior Subordinated Banks
                  where Subclause 10.2(b) (Competing Instructions to the
                  Security Agent) applies), and shall be fully protected in so
                  doing;

         (b)      unless and until it shall have received directions from an
                  Instructing Group (or the Majority Senior Subordinated Banks
                  where Subclause 10.2(b) (Competing Instructions to the
                  Security Agent) applies), take such action, or refrain from
                  taking such action, in respect of a Default, or a "Default" as
                  defined in the Senior Subordinated Facility Agreement, of
                  which the Security Agent has actual knowledge as it shall deem
                  advisable in the best interests of the Secured Creditors (but
                  shall not be obliged to do so);

         (c)      refrain from acting in accordance with any instructions of an
                  Instructing Group (or the Majority Senior Subordinated Banks
                  where Subclause 10.2(b) (Competing Instructions to the
                  Security Agent) applies) to institute any legal proceedings
                  arising out of or in connection with this Agreement and/or the
                  New Security Documents until IT has been indemnified and/or
                  secured to its satisfaction against any and all costs,
                  expenses or liabilities (including legal fees) which it would
                  or might incur as a result;

         (d)      deem and treat (i) each Senior Bank or Senior Subordinated
                  Bank as the person entitled to the benefit of the
                  Contribution, or the "Contribution" as defined in the Senior
                  Subordinated Facility Agreement, of such Secured Creditor for
                  all purposes of the Secured Debt Finance Documents unless and
                  until a Substitution Certificate, or a "Substitution
                  Certificate" under the Senior Subordinated Facility Agreement,
                  shall have been filed with the Senior Agent or, as applicable,
                  the Senior Subordinated Agent and shall have become effective,
                  and (ii) the office set opposite the name of a Senior Bank or
                  Senior Subordinated Bank in schedule 1 to the Senior
                  Facilities Agreement or the Senior Subordinated Facility
                  Agreement, as the case may be, or in any relevant Substitution
                  Certificate or Substitution Certificate under the Senior
                  Subordinated Facility Agreement, as such Senior Bank's or such
                  Senior Subordinated Bank's lending office unless and until a
                  written notice of change of lending office shall have been
                  received by the Senior Agent or, as applicable, the Senior
                  Subordinated Agent; and the Security Agent may act upon any
                  such notice unless and until the same is superseded by a
                  further such notice;

         (e)      rely as to matters of fact which might reasonably be expected
                  to be within the knowledge of any Obligor upon a certificate
                  signed by any director of such Obligor on behalf of such
                  Obligor; and

         (f)      refrain from doing anything which would, or might in its
                  opinion, be contrary to any law or regulation of any
                  jurisdiction and may do anything which is in its opinion
                  necessary or desirable to comply with any such law or
                  regulation.

4.       NO LIABILITY OF SECURITY AGENT

         Neither the Security Agent nor any of its employees and agents shall:



                                       48


<PAGE>




         (a)      be obliged to request any certificate or opinion under any
                  provision of the Secured Debt Finance Documents or to make any
                  enquiry as to the use of the proceeds of any facility under
                  the Secured Debt Finance Documents; or

         (b)      be obliged to make any enquiry as to any breach or default by
                  the Company or any Acquisition Party or any other member of
                  the Group in the performance or observance of any of the
                  provisions of any Secured Debt Finance Document or as to the
                  existence of a Senior Default or Senior Subordinated Default;
                  or

         (c)      be obliged to enquire whether or not any representation or
                  warranty made by the Company or any Acquisition Party or any
                  other member of the Group pursuant to any Secured Debt Finance
                  Document is true; or

         (d)      be obliged to do anything (including, without limitation,
                  disclosing any document or information) which would, or might
                  in its opinion, be contrary to any law or regulation or be a
                  breach of any duty of confidentiality or otherwise be
                  actionable or render it liable to any person; or

         (e)      be obliged to account to any Secured Creditor for any sum or
                  the profit element of any sum received by it for its own
                  account; or

         (f)      be obliged to institute any legal proceedings arising out of
                  or in connection with, or otherwise take steps to enforce, any
                  New Security Document other than on the instructions of an
                  Instructing Group (or the Majority Senior Subordinated Banks
                  where Subclause 10.2(b) (Competing Instructions to the
                  Security Agent) applies); or

         (g)      be liable to any Secured Creditor for any action taken or
                  omitted under or in connection with any Secured Debt Finance
                  Document unless caused by its gross negligence or wilful
                  misconduct.

         For the avoidance of doubt, the Security Agent shall not be obliged to
         become a mortgagee or heritable creditor in possession.

         For the purposes of this paragraph 4 the Security Agent shall not be
         treated as having actual knowledge of any matter of which the corporate
         finance or any other division outside the agency department of the
         person for the time being acting as the Security Agent may become aware
         in the context of corporate finance, advisory or lending activities
         from time to time undertaken by the Security Agent for the Company or
         any of its Subsidiaries or Affiliates or associated companies or any
         other person which may be a trade competitor of the Group or any member
         of it or may otherwise have commercial interests similar to those of
         the Group or any member of it.

5.       NON-RELIANCE ON SECURITY AGENT

         Each Secured Creditor acknowledges, by virtue of its execution of this
         Agreement or, as the case may be, a Substitution Certificate or a
         "Substitution Certificate" under the Senior Subordinated Facility
         Agreement, that it has not relied on any statement, opinion, forecast
         or other representation (including, without limitation, anything
         contained in any information memoranda) made by the Security Agent to
         induce it to enter into the Secured Debt Finance Documents and that it
         has made and will continue to make, without reliance on the Security
         Agent and based on such documents as it considers appropriate, its own
         appraisal of the creditworthiness of the Company and the Group and its
         own independent investigation of the financial condition, prospects and
         affairs of the Company and the Group in connection with the making and
         continuation of the facilities under the Secured Debt Finance
         Documents. The



                                       49


<PAGE>




         Security Agent not at any time be deemed to have had or have any duty
         or responsibility, either historically, initially or on a continuing
         basis, to provide any Secured Creditor with any credit or other
         information with respect to the Company or any other member of the
         Group whether coming into its possession before the making of any
         advance under any facilities under the Secured Debt Finance Documents
         or at any time or times thereafter.

6.       NO RESPONSIBILITY ON SECURITY AGENT FOR CERTAIN MARTENS

         The Security Agent shall not have any responsibility or liability to
         any Secured Creditor:

         (a)      on account of the failure of any member of the Group or any
                  Acquisition Party to perform any of its obligations under any
                  of the Secured Debt Finance Documents; or

         (b)      for the financial condition of any member of the Group or any
                  Acquisition Party; or

         (c)      for the completeness, adequacy or accuracy of any statements,
                  representations or warranties made or any of the Secured Debt
                  Finance Documents or any document delivered under any of such
                  documents; or

         (d)      for the execution, effectiveness, adequacy, genuineness,
                  validity, enforceability or admissibility in evidence of the
                  Secured Debt Finance Documents or of any certificate, report
                  or other document executed or delivered under any of the
                  Secured Debt Finance Documents; or

         (e)      to ascertain whether all deeds and documents which should have
                  been deposited with it under or pursuant to any of the New
                  Security Documents have been so deposited; or

         (f)      to investigate or make any enquiry into the title of any
                  Obligor to any assets; or

         (g)      for the failure to register any of the New Security Documents
                  with the Registrar of Companies, the Patent Office, HJVF. Land
                  Registry, the Trade Marks Registry or any other public office;
                  or

         (h)      for the failure to register any of the New Security Documents
                  in accordance with the provisions of the documents of title of
                  any Obligor to any of the relevant assets; or

         (i)      for the failure to effect or procure the registration of any
                  floating charge created by any of the New Security Documents
                  by registering under the Land Registration Act 1925 any
                  notice, caution or other entry prescribed by or pursuant to
                  the provisions of the said Act against any land for the time
                  being forming part of the security; or

         U)       for the failure to take or require any Obligor to take any
                  steps to render any of the New Security Documents effective as
                  regards property or assets outside England or Wales or to
                  secure the creation of any ancillary charge under the laws of
                  the jurisdiction concerned; or

         (Ic)     (save as otherwise provided in this paragraph 6) for taking or
                  omitting to take any other action under or in relation to the
                  New Security Documents or any aspect thereof; or

         (I)      (save as otherwise provided in this paragraph 6) otherwise in
                  connection with the Secured Debt Finance Documents or their
                  negotiation or for acting (or, as the case may be, refraining
                  from acting) in accordance with the instructions of an
                  Instructing



                                       50


<PAGE>




                  Group (or the Majority Senior Subordinated Banks where
                  Subclause 10.2(b) (Competing Instructions to the Security
                  Agent) applies).

7.       RELIANCE ON DOCUMENTS AND PROFESSIONAL ADVICE

         The Security Agent shall be entitled to rely on any communication,
         instrument or document believed by it to be genuine and correct and to
         have been signed or sent by the proper person and shall be entitled to
         rely as to legal or other professional matters on opinions and
         statements of any legal or other professional advisers selected or
         approved by it (including those in the Security Agent's employment).

8.       OTHER DEALINGS

         The Security Agent may, without any liability to account to the other
         Secured Creditors, accept deposits from, lend money to, and generally
         engage in any kind of banking or other business with, be the owner or
         holder of any shares or other securities of, and provide advisory or
         other services to, the Company or any Acquisition Party or any of their
         respective Subsidiaries, Affiliates or associated companies or any of
         the Secured Creditors as if it were not the Security Agent.

9.       RIGHTS OF SECURITY AGENT AS SENIOR BANK AND SENIOR SUBORDINATED BANK;
         NO PARTNERSHIP

         With respect to its own Commitment and Contribution under the Senior
         Facilities Agreement or the Senior Subordinated Facility Agreement (if
         any) the Security Agent shall have the same rights and powers under the
         Secured Debt Finance Documents as any other Senior Bank or Senior
         Subordinated Bank and may exercise the same as though it were not
         performing the duties and functions delegated to it under the Secured
         Debt Finance Documents and the terms Senior Bank or Senior Subordinated
         Bank shall, unless the context clearly otherwise indicates, include the
         Security Agent in its individual capacity as lender. The Secured Debt
         Finance Documents shall not and shall not be construed so as to
         constitute a partnership between the parties or any of them.

10.      REIMBURSEMENT AND INDEMNITY BY SECURED CREDITORS

         (a)      Each Secured Creditor shall reimburse the Security Agent
                  (rateably in accordance with the principal amount of the
                  Liabilities of the Obligors under the Senior Facilities
                  Agreement and the Senior Subordinated Facility Agreement
                  respectively or (in the case of enforcement) its recoveries in
                  respect of such Liabilities), to the extent that the Security
                  Agent is not reimbursed by any Obligor, for the costs, charges
                  and expenses incurred by the Security Agent in connection with
                  the negotiation, preparation, syndication and execution of
                  this Agreement and the New Security Documents and/or in
                  contemplation of, or otherwise in connection with, the
                  enforcement or attempted enforcement of, or the preservation
                  or attempted preservation of any rights under, or in carrying
                  out its duties under this Agreement and the New Security
                  Documents including (in each case) the fees and expenses of
                  legal or other professional advisers. Each Secured Creditor
                  shall on demand indemnify the Security Agent (rateably in
                  accordance with the principal amount of the Liabilities of the
                  Obligors under the Senior Facilities Agreement and the Senior
                  Subordinated Facility Agreement respectively or (in the case
                  of enforcement) its recoveries in respect of such Liabilities)
                  against all liabilities, damages, costs and claims whatsoever
                  incurred by the Security Agent in connection with this
                  Agreement and the New Security Documents or the performance of
                  its duties under this Agreement and the New Security Documents
                  or any action taken or omitted by the



                                       51


<PAGE>




                  Security Agent under this Agreement and the New Security
                  Documents, unless such liabilities, damages, costs or claims
                  arise from the Security Agent's own gross negligence or wilful
                  misconduct.

         (b)      The Company shall counter-indemnify the Secured Creditors
                  against all payments by them under this paragraph 10.

11.      RETIREMENT OF SECURITY AGENT

         (a)      The Security Agent may (following consultation with the
                  Company) retire from its appointment as Security Agent having
                  given to the Company and each of the Secured Creditors not
                  less than 30 days' notice of its intention to do so, provided
                  that no such retirement shall take effect unless there has
                  been appointed by the Secured Creditors as a successor
                  security agent and trustee a Secured Creditor nominated by an
                  Instructing Group or, failing such a nomination, any reputable
                  and experienced bank or institution with offices in London
                  nominated by the Security Agent.

         (b)      Any corporation into which the Security Agent may be merged or
                  converted or any corporation with which the Security Agent may
                  be consolidated or any corporation resulting from any merger,
                  conversion, amalgamation, consolidation or other
                  reorganisation to which the Security Agent shall be a party
                  shall, to the extent permitted by applicable law, be the
                  successor Security Agent under this Agreement and the New
                  Security Documents without the execution or filing of any
                  document or any further act on the part of any of the Parties,
                  save that notice of any such merger, conversion, amalgamation,
                  consolidation or other reorganisation shall forthwith be given
                  to the Company and the Secured Creditors.

         (c)      Upon any such successor as aforesaid being appointed, the
                  Security Agent shall be discharged from any further obligation
                  under this Agreement and the New Security Documents (but shall
                  continue to have the benefit of the provisions contained in
                  this Schedule 5 in respect of any action it has taken or
                  refrained from taking prior to such discharge) and its
                  successor and each of the other Parties shall have the same
                  rights and obligations among themselves as they would have had
                  if such successor had been a party to this Agreement and the
                  New Security Documents in place of the retiring Security
                  Agent. The retiring Security Agent shall (at the expense of
                  the Company) provide its successor with copies of such of its
                  records as its successor reasonably requires to carry out its
                  functions as such.

         (d)      It is the intention that (except only as may be agreed in
                  writing between any retiring Security Agent and its successor
                  with the prior approval of an Instructing Group), upon the
                  appointment of any successor to the Security Agent, the
                  property, assets and rights vested in the retiring Security
                  Agent pursuant to the New Security Documents should, with
                  immediate effect, be vested in such successor Security Agent
                  under the provisions of the Trustee Act 1925, either by
                  operation of law or, failing that, by assignment or other form
                  of transfer or conveyance. At any time and from time to time
                  following the appointment of any such successor to the
                  Security Agent, the retiring Security Agent shall do and
                  execute all acts, deeds and documents reasonably required by
                  such successor in order to transfer to such successor Security
                  Agent (or its nominee, as such successor may direct) any such
                  property, assets and rights which shall not have vested in
                  such successor by operation of law. All such acts, deeds and
                  documents shall be done or, as the case may be, executed at
                  the cost of the Company.



                                       52


<PAGE>




12.      DECLARATION OF TRUST

         (a)      To the extent that under applicable law it is able to hold the
                  Trust Property as trustee, the Security Agent hereby accepts
                  its appointment under paragraph I of this Schedule 5 as
                  trustee of the Trust Property with effect from the date of
                  this Agreement to hold the same on trust for itself and the
                  other Secured Creditors and to apply the same in accordance
                  with Clause 9 (Application of Proceeds of Enforcement). If
                  under applicable law it is not able to hold any part of the
                  Trust Property as trustee, the Security Agent shall accept and
                  hold that part in its own name to deal with that part in
                  accordance with this Agreement and the Security Agent
                  undertakes to apply that part in accordance with Clause 9
                  (Application of Proceeds of Enforcement).

         (b)      The Security Agent shall make each such application and/or
                  distribution as soon as is practicable after the relevant
                  moneys are received by, or otherwise become available to, the
                  Security Agent save that (without prejudice to any other
                  provision contained in this Agreement or any of the New
                  Security Documents) the Security Agent or any receiver or
                  administrator may credit any moneys received by it to a
                  suspense account for so long and in such manner as the
                  Security Agent or such receiver or administrator may from time
                  to time determine with a view to preserving the rights of the
                  Secured Creditors or any of them to prove for the whole of
                  their respective claims against the Obligors or any other
                  person liable.

13.      PERPETUITIES

         The trusts constituted or evidenced in or by this Agreement and the New
         Security Documents

         shall remain in full force and effect until whichever is the earlier
         of:

         (a)      the expiration of a period of 80 years from the date of this
                  Agreement; and

         (b)      receipt by the Security Agent, at any time when it is
                  satisfied that all of the Charging Group are solvent, of
                  confirmation in writing from each of the Secured Creditors
                  that there is no longer outstanding any Indebtedness (actual
                  or contingent (unless such Indebtedness, being contingent, is
                  fully cash collateralised to the satisfaction of the relevant
                  Secured Creditor)), and no obligation on any Secured Creditor
                  to make available any Indebtedness which is secured or
                  guaranteed by or under any of the New Security Documents, or
                  such later date on which all of the New Security Documents
                  have been released in accordance with their terms,

         and the Parties declare that the perpetuity period applicable to this
         Agreement and the New Security Documents shall for the purposes of the
         Perpetuities and Accumulations Act 1964 be the period of 80 years from
         the date of this Agreement.

14.      POWERS AND DUTIES OF THE SECURITY AGENT AS TRUSTEE OF THE SECURITY

         In its capacity as trustee in relation to the New Security Documents,
         the Security Agent:

         (a)      Powers generally: shall, without prejudice to any of the
                  powers, discretions and immunities conferred upon trustees by
                  law (and to the extent not inconsistent with the provisions of
                  this Agreement or any of the New Security Documents), have all
                  the same powers and discretions as a natural person acting as
                  the beneficial owner of such property and/or as are conferred
                  upon the Security Agent by this Agreement or any of the New
                  Security Documents, but so that the Security Agent may only
                  exercise such powers and discretions to the extent that it is
                  authorised to do so by the



                                       53


<PAGE>




                  provisions of this Agreement and, in exercising such powers
                  and discretions, the Security Agent shall have regard to and
                  comply with any applicable constraints and/or restrictions
                  imposed by this Agreement;

         (b)      Power to invest: shall (subject to paragraph 12 of this
                  Schedule 5) be entitled (in its own name or in the names of
                  nominees) to invest moneys from time to time forming part of
                  the Trust Property or otherwise held by it as a consequence of
                  any enforcement of the security constituted by the New
                  Security Documents which, in the opinion of the Security
                  Agent, it would not be practicable to distribute immediately
                  by placing the same on deposit in the name or under the
                  control of the Security Agent as the Security Agent may think
                  fit without being under any duty to diversify, the same and
                  the Security Agent shall not be responsible for any loss due
                  to interest rate or exchange rate fluctuations;

         (c)      Interpretation of provisions by Security Agent: shall have
                  full power to determine all questions and doubts arising in
                  relation to the interpretation or application of any of the
                  provisions of this Agreement or any of the New Security
                  Documents as it affects the Security Agent and every such
                  determination, in the absence of manifest error, (whether made
                  upon a question actually raised or implied in the acts or
                  proceedings of the Security Agent) shall be conclusive and
                  shall bind all the other Parties;

         (d)      Power to engage agents: may, in the conduct of its obligations
                  under and in respect of this Agreement and the New Security
                  Documents (otherwise than in relation to its right to make any
                  declaration, determination or decision), instead of acting
                  personally, employ and pay any agent (whether being a lawyer,
                  chartered accountant or any other person) to transact or
                  concur in transacting any business and to do or concur in
                  doing any acts required to be done by the Security Agent
                  (including the receipt and payment of money) and on the basis
                  that (i) any such agent engaged in any profession or business
                  shall be entitled to be paid all usual professional and other
                  charges for business transacted and acts done by him or any
                  partner or employee of his in connection with such employment
                  and (ii) the Security Agent shall not be bound to supervise,
                  or be responsible for any loss incurred by reason of any act
                  or omission of, any such agent if the Security Agent shall
                  have exercised reasonable care in the selection of such agent
                  (which, without limitation, shall conclusively be deemed to be
                  the case in respect of any agent approved in writing by an
                  Instructing Group); and

         (e)      Deposit of documents: may place all deeds, certificates and
                  other documents relating to the property and assets subject to
                  the New Security Documents which are from time to time
                  deposited with it pursuant to the New Security Documents in
                  any safe deposit, safe or receptacle selected by the Security
                  Agent or with any firm of solicitors and may make any such
                  arrangements as it thinks fit for allowing the Obligors access
                  to, or their solicitors or auditors possession of, such
                  documents when necessary or convenient and the Security Agent
                  shall not be responsible for any loss incurred in connection
                  with any such deposit, access or possession.

15.      ALL ENFORCEMENT ACTION THROUGH THE SECURITY AGENT

         (a)      None of the other Secured Creditors shall have any independent
                  power to enforce any of the New Security Documents or to
                  exercise any rights, discretions or powers or to grant any
                  consents or releases under or pursuant to any of the New
                  Security Documents or otherwise have direct recourse to the
                  security and/or guarantees



                                       54

<PAGE>




                  constituted by any of the New Security Documents except
                  through the Security Agent.

         (b)      The other Secured Creditors shall co-operate with each other
                  and with the Security Agent and any receiver or administrator
                  appointed with respect to the New Security Documents in
                  realising the property and assets subject to the New Security
                  Documents and in ensuring that the net proceeds realised under
                  the New Security Documents after deduction of the expenses of
                  realisation are applied in accordance with Clause 9
                  (Application of Proceeds of Enforcement).

16.      INDEMNITY FROM TRUST PROPERTY

         The Security Agent and every employee, officer or agent appointed by it
         in connection with its appointment under this Agreement and the New
         Security Documents (each an Indemnified Party) shall be entitled to be
         indemnified out of the Trust Property in respect of all liabilities,
         damages, costs, claims, charges or expenses whatsoever properly
         incurred or suffered by an Indemnified Party:

         (a)      in the execution or exercise or bona fide purported execution
                  or exercise of the trusts, rights, powers, authorities,
                  discretions and duties created or conferred by or pursuant to
                  the New Security Documents;

         (b)      as a result of any breach by an Obligor of any of its
                  obligations under any New Security Document; and/or

         (c)      in respect of any matter or thing done or omitted in any way
                  relating to the Trust Property or the provisions of any of the
                  New Security Documents.

         The rights conferred by this paragraph 16 are without prejudice to any
         right to indemnity by law given to trustees generally and to any
         provision of the New Security Documents entitling the Security Agent or
         any other person to an indemnity in respect of, and/or reimbursement
         of, any liabilities, damages, costs, claims, charges or expenses
         incurred or suffered by it in connection with any of the New Security
         Documents or the performance of any duties under any of the New
         Security Documents. Nothing contained in this paragraph 16 shall
         entitle the Security Agent or any other person to be indemnified in
         respect of any liabilities, damages, costs, claims, charges or expenses
         to the extent that the same arise from such person's own gross
         negligence or wilful misconduct.

17.      SECURED CREDITORS TO PROVIDE INFORMATION

         The Secured Creditors shall provide the Security Agent with such
         written information as it may reasonably require for the purposes of
         carrying out its duties and obligations under the New Security
         Documents and, in particular, with such necessary directions in writing
         so as to enable the Security Agent to apply amounts received under, and
         the proceeds of realisation of, the New Security Documents on and afler
         the Enforcement Date as contemplated by the New Security Documents.

18.      SECURITY AGENT AS JOINT AND SEVERAL CREDITOR

         (a)      Each Obligor and each of the Secured Creditors agrees that the
                  Security Agent shall be the joint and several creditor
                  (together with the relevant Secured Creditor) of each and
                  every payment obligation of each Obligor towards each of the
                  Secured Creditors under each Secured Debt Finance Document and
                  that accordingly the Security Agent will have its own
                  independent right to demand payment by each Obligor in



                                       55


<PAGE>




                  satisfaction of those obligations, provided that it is
                  expressly acknowledged that any discharge of its payment
                  obligations to either of the Security Agent or the relevant
                  Secured Creditor shall to the same extent discharge the
                  corresponding obligations owing to the other. Each of the
                  Secured Creditors agrees to and acknowledges the provisions
                  set forth in clause 2 (Covenant to Pay) of the New Security
                  Documents governed by the laws of The Netherlands.

         (b)      Without limiting or affecting the Security Agent's rights
                  against the Obligors (whether under this paragraph 18 or under
                  any other provision of the Secured Debt Finance Documents) the
                  Security Agent agrees with each Secured Creditor that it will
                  not exercise its rights as a joint and several creditor with a
                  Secured Creditor under this paragraph 18, except with the
                  prior written consent of the relevant Secured Creditor.
                  However, for the avoidance of doubt, nothing in the previous
                  sentence shall in any way limit the Security Agent's rights to
                  act in the protection or preservation of rights under or to
                  enforce any New Security Document as contemplated by the
                  Secured Debt Finance Documents. Any amount recovered by the
                  Security Agent as a result of the operation of this paragraph
                  18 shall be held for the benefit of the Secured Creditors to
                  be applied in accordance with Clause 9 (Application of
                  Proceeds of Enforcement).



                                       56



<PAGE>




                                   SIGNATORIES




COMPANY
Signed for and on behalf of                  )        PAUL THOMAS
Premier Financing Limited                    )
BY:                                          )

OBLIGORS
Signed for and on behalf of                  )        CI. COMPSON
Beeson GROUP LIMITED                         )
BY:                                          )
Signed for and on behalf of                  )        P.A. LEACH
C & TH (CAINE) Limited                       )
BY:                                          )
Signed for and on behalf of                  )        PAUL THOMAS
CHIVERS HARTLEY LIMITED                      )
BY:                                          )
SIGNED FOR AND ON BEHALF OF                  )        C.J. COMPSON
COUNTRY FARMS LIMITED                        )
BY:                                          )
SIGNED FOR AND ON behalf OF                  )        C.J. COMPSON
CUD FARMS (CHATTERIS) LIMITED                )
BY:                                          )
SIGNED FOR AND ON BEHALF OF                  )        P.A. LEACH
FMC (MEAT) LIMITED                           )
BY:                                          )
SIGNED FOR AND ON BEHALF OF                  )        P.A. LEACH
FORMWOOD GROUP (UK) LIMITED                  )
BY:                                          )
SIGNED FOR AND ON behalf OF                  )        P.A. LEACH
FORMWOOD GROUP LIMITED                       )
BY:                                          )



                                       57


<PAGE>




Signed for and on behalf of                  )        P.A. LEACH
H (Barnstaple) Limited                       )
BY:                                          )
Signed for and on behalf of                  )        PAUL THOMAS
EL FOODS Limited                             )
By:                                          )
Signed for and on behalf of                  )        P.A. LEACH
HILLSDOWN AMBIENT FOODS GROUP                )
LIMITED
BY:                                          )
Signed FOR AND ON BEHALF OF                  )        P.A. LEACH
HILLSDOWN EUROPE LIMITED                     )
BY:                                          )
SIGNED FOR and ON BEHALF OF                  )        P.A. LEACH
HILLSDOWN INTERNATIONAL LIMITED              )
BY:                                          )
SIGNED for AND ON behalf OF                  )        PA. LEACH
HIFISDOWN INVESTMENTS LIMITED                )
BY:                                          )
SIGNED for AND ON BEHALF OF                  )        P.A. LEACH
HILISDOWN UK LIMITED                         )
BY:                                          )
SIGNED FOR and ON BEHALF OF                  )        P.A. LEACH
ROBSON LIMITED
BY:                                          )
SIGNED FOR AND ON behalf OF                  )        CI. COMPSON
HORBERRY & BAKER LIMITED                     )
BY:                                          )
SIGNED FOR and ON BEHALF OF                  )        P.A. LEACH
LAMBERDE PROPERTIES LIMITED                  )
BY:                                          )



                                       58


<PAGE>



Signed for and ON BEHALF OF                  )        CI. COMPSON
MBM Mosspak Limited                          )
BY:                                          )
Signed for and on behalf of                  )        Ci. COMPSON
MBM Produce Limited                          )
BY:                                          )
Signed for and on behalf of                  )        P.A. LEACH
NORTHWEST Prime Investments                  )
LIMITED                                      )
BY:                                          )
Signed for and on behalf of                  )        PAUL THOMAS
PREMIER AMBIENT PRODUCTS (UK)                )
LIMITED                                      )
BY:                                          )
SIGNED FOR and ON BEHALF OF                  )        PAUL THOMAS
PREMIER INTERNATIONAL FOODS UK               )
LIMITED                                      )
BY:                                          )
SIGNED FOR AND ON BEHALF OF                  )        C.J. COMPSON
ROWE, MANCHETT & Till LIMITED                )
BY:                                          )
SIGNED FOR AND ON BEHALF OF                  )        PA. LEACH
RUGBY SECURITIES LIMITED                     )
BY:                                          )
SIGNED FOR AND ON BEHALF OF                  )        P.A. LEACH
MELROSES LIMITED
BY:                                          )
SIGNED FOR AND ON BEHALF OF                  )        P.A. LEACH
PREMIER BRANDS LIMITED                       )
BY:                                          )
SIGNED FOR AND ON BEHALF OF                  )        P.A. LEACH
RIDGWAYS LIMITED
BY:                                          )



                                       so



                                       59