<PAGE>

                                                                     EXHIBIT 4.9

                                                                  CONFORMED COPY

                               FACILITY AGREEMENT

                                     FOR AN

                              ACQUISITION FACILITY

                                       FOR

                            PREMIER FINANCING LIMITED

                            DATED 17TH NOVEMBER, 2003

                                   ARRANGED BY
                                 J.P. MORGAN PLC

                                 UNDERWRITTEN BY
                               JPMORGAN CHASE BANK

                                      AGENT
                               AND SECURITY AGENT
                           J.P. MORGAN EUROPE LIMITED

                                 ALLEN & OVERY
                                     LONDON

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                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                                                    PAGE
<C>                                                                                                       <C>
1.       Interpretation................................................................................     3
2.       The Facility..................................................................................    25
3.       The Conditions................................................................................    25
4.       Drawings Under the Facility...................................................................    26
5.       Interest and Interest Periods.................................................................    26
6.       Repayment, Prepayment and Cancellation........................................................    28
7.       Fees and Expenses.............................................................................    33
8.       Payments and Taxes; Accounts and Calculations.................................................    35
9.       Representations and Warranties................................................................    39
10.      Undertakings..................................................................................    44
11.      Events of Default.............................................................................    60
12.      Indemnities...................................................................................    65
13.      Unlawfulness, Increased Costs, Alternative Interest Rates.....................................    67
14.      Set-Off and Pro-Rata Payments.................................................................    70
15.      Assignment, Substitution and Lending Offices..................................................    72
16.      Appointment of Agent..........................................................................    76
17.      Decisions of Banks and Agent..................................................................    83
18.      Cash Collateral Accounts......................................................................    84
19.      Notices and Other Matters.....................................................................    85
20.      Governing Law.................................................................................    88

SCHEDULE

1.       The Banks and their Commitments...............................................................    89
2.       Form of Drawdown Notice.......................................................................    90
3.       Documents and evidence required as conditions precedent.......................................    91
4.       Calculation of Additional Cost................................................................    99
5.       Form of Substitution Certificate..............................................................   102
         Part 1   (Single TransFers)...................................................................   102
         Part 2   (Global Form)........................................................................   107
6.       The Group as at the Date of this Agreement....................................................   111
7.       Structure Chart...............................................................................   114
8.       Financial Undertakings and Accounting Terms...................................................   116
9.       Form of Annual Auditor's Report...............................................................   122
10.      Hicks Muse's Fees.............................................................................   124
</TABLE>

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THIS AGREEMENT is dated 17th November, 2003 and made

BETWEEN:

(1)   PREMIER FINANCING LIMITED as the Borrower;

(2)   J.P. MORGAN PLC as the Arranger;

(3)   JPMORGAN CHASE BANK as the Underwriter;

(4)   THE PERSONS whose names and addresses are set out in Schedule 1 as Banks;
      and

(5)   J.P. MORGAN EUROPE LIMITED as the Agent and the Security Agent.

IT IS AGREED as follows:

1.    INTERPRETATION

1.1   DEFINITIONS

      In this Agreement, unless the context otherwise requires:

      ACCOUNTANTS' REPORTS means the reports in the agreed forms compiled or to
      be compiled by PricewaterhouseCoopers in connection with each Acquisition
      and addressed to the Finance Parties and the Senior Finance Parties and
      ACCOUNTANT'S REPORT means any one of them;

      ACQUISITION means the acquisition by the Borrower (or any other Purchaser)
      of a Target;

      ACQUISITION AGREEMENTS means:

      (a)   any sale and purchase agreement in the agreed form (together with
            its Schedules) between the relevant Vendor and Purchaser in
            connection with any Acquisition; and

      (b)   all other documents delivered pursuant to or in relation to the
            document referred to in (a) above;

      ACQUISITION CONSIDERATION has the meaning given to that term in clause
      10.6(s)(i);

      ACQUISITION PARTIES means Newco 1, Cayman 1, UK Topco, the Borrower and
      the Purchasers (to the extent not the same entity as the Borrower);

      ACQUISITION PURPOSES means any of the following purposes:

      (a)   to make payments of all or part of the Acquisition Consideration in
            respect of any Acquisition; and

      (b)   to make payments due of any fees and expenses of the Borrower and/or
            the Purchaser (to the extent not the same entity as the Borrower)
            incurred in connection with any Acquisition;

      ACT means the Companies Act 1985;

      ACTING IN CONCERT has the meaning given to that term in the Code;

                                       3
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      ADDITIONAL COST RATE has the meaning given to it in Schedule 4;

      ADDITIONAL COST means the percentage rate per annum calculated by the
      Agent in accordance with Schedule 4;

      ADVANCE means each borrowing under the Facility under this Agreement or
      (as the case may be) the principal amount of that borrowing outstanding at
      any relevant time;

      AFFILIATE in relation to any person means a Subsidiary or a Holding
      Company of that person and any other Subsidiary of a Holding Company of
      that person;

      AGENT means J.P. Morgan Europe Limited of 125 London Wall, London EC2Y 5AJ
      acting in its capacity as agent for the Banks or such other person as may
      be appointed agent for the Banks pursuant to clause 16.13;

      ARRANGER means J.P. Morgan plc of 125 London Wall, London EC2Y 5AJ;

      ANNUAL BUDGET means, in respect of each financial year of the Group, a
      budget for such succeeding financial year containing such information as
      the Borrower and the Agent may from time to time agree (acting reasonably)
      and including specifically, but without limitation:

      (a)   (i)   a consolidated profit (or loss) forecast, and

            (ii)  a consolidated cashflow forecast (including Capital
                  Expenditure),

                  (in each case) in respect of each month in such financial year
                  and in respect of such financial year to date prepared down to
                  the end of such month;

      (b)   a projected consolidated balance sheet as at the end of each month
            in such financial year; and

      (c)   a commentary on such business plan and budget (including material
            Capital Expenditure and cost savings);

      APPROPRIATE ACCOUNTING PRINCIPLES means (a) the accounting principles,
      policies, standards, practices and bases stated in the audited
      consolidated financial statements of the Group for the year ending 31st
      December, 2002 (being generally accepted in the United Kingdom or (b)
      where any change in (a) has been agreed under clause 10.6(p), such
      accounting principles, standards, practices and bases as have been so
      agreed;

      APPROVED BANK means any bank which is an authorised banking institution
      under applicable local law and which has waived in writing in a form
      satisfactory to the Agent (acting reasonably) any rights of set-off which
      it may have in respect of the account of any member of the Group held with
      it;

      ASSET SALE means the disposal of substantially all of the assets and
      undertaking of the Group (whether by way of a share sale or otherwise) to
      a single purchaser or to one or more purchasers as part of a single
      transaction or related transactions;

      AUDITORS means the auditors for the time being of the Borrower or, if such
      auditors are unable or unwilling to provide any certificate or take any
      other action contemplated by this Agreement, any one of the chartered
      accountants Deloitte & Touche, Ernst & Young, KPMG or
      PricewaterhouseCoopers (each a BIG 4 FIRM) as may be selected by the
      Borrower after consultation with the Agent;

                                       4
<PAGE>

      AVAILABLE COMMITMENT means, in relation to a Bank in respect of the
      Facility at any time, its Commitment in respect of the Facility at such
      time less the aggregate amount of its Contribution in respect of the
      Facility (as applicable) at that time;

      AVAILABLE FACILITY AMOUNT means, at any time and in respect of the
      Facility, the aggregate of the Available Commitments of all the Banks in
      respect of the Facility at such time;

      BANK means each person whose name is set out in the relevant part of
      Schedule 1 as a Bank or which assumes rights and obligations in respect of
      the Facility pursuant to a Substitution Certificate provided that upon (a)
      termination in full of all the Commitments of any Bank, and (b)
      irrevocable payment in full of all amounts which may be or become payable
      to such Bank under the Finance Documents, such Bank shall not be regarded
      as being a Bank for the purposes of determining whether any provision of
      any of the Finance Documents requiring consultation with or the consent or
      approval of or instructions from the Banks or the Majority Banks has been
      complied with;

      BANK AFFILIATE means (a) with respect to any person (other than a fund),
      any other person directly or indirectly controlling, controlled by, or
      under direct or indirect common control with, such first person, where a
      person shall be deemed to have control of a corporation if such person
      possesses directly or indirectly, the power to (i) vote 50 per cent. or
      more of the securities having ordinary voting power for the election of
      directors of such corporation or (ii) direct or cause the direction of the
      management and policies of such corporation, whether through the ownership
      of voting securities, by contract or otherwise or (b) with respect to any
      person that is a fund, any other fund which is advised or managed by the
      same investment adviser or an Affiliate of that investment advisor;

      BANKING DAY means a day (other than Saturday, Sunday or a public holiday)
      on which banks are open for business in London;

      BOND AND FLOATING CHARGES means the bonds and floating charges in the
      agreed form entered into, or to be entered into, by each of Premier Brands
      Limited, Melrose Limited, Ridgways Limited and Robert Wilson & Sons (Est.
      1849) Limited in favour of the Security Agent;

      BORROWED MONEY means, in respect of any person, Indebtedness in respect of
      (without double counting) (a) money borrowed or debit balances at banks,
      (b) any bond, note, loan stock, debenture or similar debt instrument, (c)
      acceptance or documentary credit facilities, (d) receivables sold or
      discounted (otherwise than on a non-recourse basis to the relevant
      person), (e) deferred payments for assets or services acquired (other than
      current trade liabilities and accrued expenses incurred in the ordinary
      course of business), (f) Finance Leases, (g) (except in clause 11.1(f) and
      Schedule 8) Derivatives Transactions, (h) any other transaction (including
      without limitation forward sale or purchase agreements) having the
      commercial effect of a borrowing or of any of (b) to (g) above and (i)
      guarantees in respect of Indebtedness of any person falling within any of
      (a) to (h) above;

      BORROWER SECURITY DOCUMENTS means those of the Security Documents to which
      the Borrower is party;

      BORROWER means Premier Financing Limited (formerly Crescent Acquisition
      Limited), company number 3716362, whose registered office is at 28 The
      Green, Kings Norton, Birmingham B38 8SD;

      BUDGETED CAPITAL EXPENDITURE means Capital Expenditure incurred or to be
      incurred in the financial year ending 31 December, 2003 and each financial
      year ending 31 December

                                       5
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      thereafter up to a maximum of (pound)18,750,000 or (a) provided that
      Permitted Acquisitions have been made after the date on which the Majority
      Senior Banks consented to the requests contained in the consent request
      letter dated 2 October 2003 for an aggregate Acquisition Consideration of
      at least (pound)35,000,000 (or its equivalent), up to a maximum, in the
      case of the financial years ending 31 December, 2004 and 31 December,
      2005, of (pound)21,750,000 and, in the case of each financial year ending
      31 December thereafter, (pound)20,750,000, provided that such increased
      amounts shall only apply from and including the financial year in which
      the (pound)35,000,000 threshold referred to above is reached, or (b) such
      higher limit in respect of any financial year as may be agreed between the
      Borrower and the Agent (acting on the instructions of the Majority Banks),
      but so that:

      (i)   where in any financial year actual Capital Expenditure is less than
            the Budgeted Capital Expenditure for that year (excluding any amount
            which was carried forward from the previous year) an amount of such
            deficit not exceeding one-third of the Budgeted Capital Expenditure
            for that year may be added to the Budgeted Capital Expenditure for
            the following financial year only (and not otherwise or further),
            provided that an amount equal to the amount carried over is expended
            on Capital Expenditure within the first 6 months of the following
            financial year (and to the extent it is not spent, the amount
            carried over shall be reduced); and

      (ii)  Capital Expenditure incurred in a currency other than Sterling shall
            be converted into its Sterling equivalent at the date of
            expenditure;

      CAPITAL EXPENDITURE means any expenditure which should be treated as
      capital expenditure in the audited consolidated financial statements of
      the Group in accordance with the Appropriate Accounting Principles;

      CASH COLLATERAL ACCOUNT means an interest bearing blocked deposit account
      in the name of the Borrower opened, or to be opened, with the Security
      Agent or the Cash Collateral Account Bank (as the relevant provision of
      any Finance Document so provides) pursuant to or otherwise in connection
      with this Agreement or any other Finance Document on terms that it (and
      amounts credited to it) is subject to the Security Documents;

      CASH COLLATERAL ACCOUNT BANK means JPMorgan Chase Bank or any replacement
      bank selected by the Agent and agreed to by the Borrower (acting
      reasonably);

      CASH EQUIVALENTS means:

      (a)   securities denominated in Sterling, US Dollars or euros with
            maturities of one year or less from the date of acquisition issued
            or fully guaranteed or fully insured by the Government of the United
            States of America or any member state of the European Union (or any
            agency thereof) which is rated at least AA by Standard & Poor's
            Ratings Group or Aa by Moody's Investor Service, Inc., or carrying
            an equivalent rating by an internationally recognised rating agency
            if both the two named rating agencies cease publishing ratings of
            investments;

      (b)   certificates of deposit of, or time deposits or overnight bank
            deposits with, any commercial bank meeting the qualifications
            specified in paragraph (c) below having maturities of one year or
            less from the date of acquisition;

      (c)   commercial paper of, or money market accounts or funds with or
            issued by, an issuer rated at least A-1 by Standard & Poor's Ratings
            Group or P-1 by Moody's Investors Service, Inc., or carrying an
            equivalent rating by an internationally recognised rating

                                       6
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            agency if both of the two named rating agencies cease publishing
            ratings of investments;

      (d)   repurchase obligations with a term of not more than 90 days for
            underlying securities of the types described in paragraph (a) above
            entered into with any bank meeting the qualifications specified in
            paragraph (c) above; and

      (e)   demand deposit accounts maintained in the ordinary course of
            business in accordance with clause 10.6(w);

      CAYMAN 1 means HMTF Premier Limited (formerly Hines Limited), a company
      incorporated under the laws of the Cayman Islands whose registered office
      is at Walker House, Mary Street, PO Box 265 GT, George Town, Grand Cayman,
      Cayman Islands;

      CAYMAN 2 means Premier Co-Investor Limited (formerly McKinney Limited), a
      company incorporated under the laws of the Cayman Islands whose registered
      office is at Walker House, Mary Street, PO Box 265 GT, George Town, Grand
      Cayman, Cayman Islands;

      CHANGE OF CONTROL, in relation to Premier Holdings, means at any time (a)
      Hicks Muse, its principals and their affiliates and management (HMTF)
      ceasing to have the power, directly or indirectly, to vote or direct the
      voting of shares having a majority of the ordinary voting power for the
      election of directors of such company, provided that the occurrence of the
      foregoing event shall not be deemed a Change of Control if (i) at any time
      prior to the consummation of an initial underwritten public offering of
      the ordinary share capital of such company to be listed and/or traded on
      any recognised investment exchange or market in any country (INITIAL
      PUBLIC OFFERING), and for any reason whatever, (A) HMTF (or any of them)
      otherwise have the right to designate (and do so designate) a majority of
      the board of directors of such company or (B) HMTF and their employees,
      directors and officers (the HMTF GROUP) (or any of them) own legally and
      beneficially an amount of the ordinary shares capital of such company
      equal to at least 50 per cent. of the percentage of ordinary share capital
      of such company owned by the HMTF Group (taken together) legally and
      beneficially as at the date the Scheme became effective and such ownership
      by the HMTF Group represents the largest single block of voting shares of
      such company held by any person or persons acting in concert or (ii) at
      any time after the consummation of an Initial Public Offering, and for any
      reason whatever, (A) no person or persons acting in concert, excluding the
      HMTF Group, has become the beneficial owner, directly or indirectly, of
      more than the greater of (I) 15 per cent. of the shares then outstanding
      and (II) the percentage of the then outstanding voting shares of such
      company owned beneficially by the HMTF Group (taken together) and (B) the
      board of directors of such company shall consist of a majority of
      Continuing Directors or (b) a change of control for the purposes of the
      High Yield Bonds, howsoever defined, occurs.

      For the purposes of this definition of CHANGE OF CONTROL:

      AFFILIATE as to any person, means any other person which, directly or
      indirectly, is in control of, is controlled by, or is under common control
      with, such person. For the purposes of this definition, CONTROL of a
      person means the power, directly or indirectly, either to (a) vote 51 per
      cent. or more of the shares (or stock, as applicable) having ordinary
      voting power for the election of directors of such person or (b) direct or
      cause the direction of the management and policies of such person, whether
      by contract or otherwise; and

      CONTINUING DIRECTORS means, at any time and in relation to Premier
      Holdings, any member of the board of directors of such company who (a) was
      a member of such board of directors after the date the Scheme became
      effective (and immediately following any elections or

                                       7
<PAGE>

      resignations following the completion of the acquisition of Premier
      Holdings pursuant to the Scheme) or (b) was nominated for election or
      elected to such board of directors with, or whose nomination for election
      or election to such board of directors was approved by, the affirmative
      vote of a majority of the Continuing Directors who were members of such
      board of directors at the time of such nomination or election or (c) is a
      designee of HMTF or was nominated by HMTF or any designees of HMTF on such
      board of directors;

      CHARGED ASSETS means any property, assets and/or rights over which
      security is granted and/or created under any of the Security Documents;

      CHARGING GROUP means the Borrower and those members of the Group which are
      Charging Subsidiaries;

      CHARGING SUBSIDIARIES means (a) the Original Charging Subsidiaries and (b)
      any other person (other than the Borrower, Premier Holdings or Citadel
      Insurance Company Limited) which may from time to time enter into any
      Security Document in accordance with the requirements of clause 10.2(f),
      but in each case only if they have charged all or substantially all of
      their assets and undertaking to the Security Agent for the benefit of the
      Finance Parties;

      CHEF LICENCE means the licence of the "Chef" trade mark entered into in
      connection with the Irish Second Acquisition between certain of the Second
      Vendors and the Irish Second Purchaser;

      CODE means the City Code on Takeovers and Mergers from time to time;

      COMMITMENT means, in relation to a Bank, in respect of the Facility at any
      relevant time, the amount set opposite its name in relation to the
      Facility in Schedule 1 and/or, in the case of a Substitute, the amount
      novated in relation to the Facility as specified in the relevant
      Substitution Certificate;

      COMMITMENT COMMISSION RATE means 0.75 per cent. per annum;

      COMMITMENT PERIOD means the period commencing on the date of this
      Agreement and ending on 16th February, 2004 or, with the agreement of all
      the Banks and the Borrower, any date up until 16th October, 2004;

      CONSOLIDATED EBITDA has the meaning given to that term in Schedule 8;

      CONSOLIDATED EXCESS CASH FLOW has the meaning given to that term in
      Schedule 8;

      CONTRIBUTION means, subject to clause 13.2, in relation to a Bank the
      principal amount of any Advances owing to such Bank at any relevant time;

      CREDIT DOCUMENTS means this Agreement, the Third Fee Letters, the
      Intercreditor Agreement and any other documents which the Agent and the
      Borrower agree may be Credit Documents;

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

                                       8
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      DEFAULT means an Event of Default or an event which, with the giving of
      notice, lapse of time or fulfilment of any other applicable condition or
      combination of the foregoing (in each case as specified in clause 11.1)
      would constitute an Event of Default;

      DEMERGER means the disposal of the Premier Holdings' furniture and poultry
      businesses in accordance with the Structure Paper;

      DEMERGER AGREEMENTS means in, respect of the furniture business, the
      demerger agreement dated 27th July, 1999 between Hillsdown International
      Limited, HMTF Furniture Holdings Limited, HMTF Furniture Limited,
      Furniture Co-Investor Limited and Premier Holdings and, in respect of the
      poultry business, the demerger agreement dated 27th July, 1999 between
      Hillsdown International Limited, HMTF Poultry, HMTF Poultry Holdings
      Limited and Premier Holdings;

      DERIVATIVES TRANSACTION means a contract, agreement or transaction which
      is:

      (a)   a rate swap, basis swap, commodity swap, forward rate transaction,
            commodity option, equity (or equity or other index) swap or option,
            bond option, interest rate option, foreign exchange transaction,
            cap, collar or floor, currency swap, currency option or any other
            similar transaction; and/or

      (b)   any combination of such transactions,

      in each case, whether on-exchange or otherwise;

      DRAWDOWN DATE means the date on which an Advance is made;

      DRAWDOWN NOTICE means, in respect of the Facility, a notice substantially
      in the terms of Schedule 2;

      EBITDA means in relation to any person, its Consolidated EBITDA measured
      as if references in the definition thereof to GROUP means to that person
      and its Subsidiaries, if any;

      ENCUMBRANCE means any mortgage, pledge, lien, charge, assignment for the
      purpose of providing security, hypothecation, right in security, security
      interest or trust arrangement for the purpose of providing security, and
      any other security agreement or other arrangement having the effect of
      providing security (including, without limitation, the deposit of monies
      or property with a person with the primary intention of affording such
      person a right of set-off or lien);

      ENFORCEMENT DATE means the date of the first declaration made by the Agent
      pursuant to clause 11.2;

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

      ENVIRONMENTAL CLAIM means any claim by any person:

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

                                       9
<PAGE>

      (b)   that arises as a result of or in connection with Environmental
            Contamination and that could give rise to any remedy or penalty
            (whether interim or final) that may be enforced or assessed by
            private or public legal action or administrative order or
            proceedings;

      ENVIRONMENTAL CONTAMINATION means each of the following and their
      consequences:

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

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

      (c)   any other pollution of the Environment;

      ENVIRONMENTAL LAW means all laws (including, without limitation, common
      law), regulations, directives, codes of practice, circulars, guidance
      notices and the like having legal effect concerning the protection of
      human health, the Environment, the conditions of the work place or the
      generation, transportation, storage, treatment or disposal of Dangerous
      Substances and in the case of codes of practice, circulars, guidance
      notices and the like with which it is customary for persons carrying on a
      similar business to the Group to comply with;

      ENVIRONMENTAL LICENCE means any authorisation required by any
      Environmental Law;

      EQUITY PERMITTED PAYMENT means, at any time, an amount which is required
      by Premier Holdings in order, and to the extent necessary, to enable
      Premier Holdings to pay amounts which are due and payable at such time or
      no later than the third Banking Day after such time in respect of:

      (a)   audit fees, legal expenses and other proper and necessary incidental
            expenses and corporate overheads up to a maximum aggregate amount of
            (pound)2,500,000 in any financial year;

      (b)   its Taxes but only to the extent such Taxes are attributable to the
            business of the Borrower and its Subsidiaries; or

      (c)   contingent liabilities of Premier Holdings which existed as at the
            Scheme Effective Date which have become actual

            (i)   liabilities of Premier Holdings provided that: the aggregate
                  amount paid in respect of all such liabilities shall not
                  exceed (pound)15,000,000; and

            (ii)  no breach of any of the Financial Covenants would have
                  occurred on the most recent Financial Covenant test date if
                  (and assuming that) the payment concerned had been made one
                  day before the most recent Financial Covenant test date and
                  had been included within each relevant Financial Covenant test
                  as a deduction to the consolidated trading profits of the
                  Group in calculating Consolidated EBITDA for the relevant
                  period;

      EURO means the single currency of Participating Member States;

      EVENT OF DEFAULT means any of the events or circumstances described in
      clause 11.1;

                                       10
<PAGE>

      FACILITY means the facility granted by clause 2 or (as the case may be)
      the amount of that facility as determined in accordance with that clause;

      FINANCE DOCUMENTS means the Credit Documents and the Security Documents
      and any other documents which the Agent and the Borrower agree shall be
      Finance Documents;

      FINANCE LEASE means any lease under which a member of the Group is the
      lessee which is or should be treated as a finance lease under the
      Appropriate Accounting Principles (and includes any hire purchase contract
      or other arrangement which is or should be similarly treated);

      FINANCE PARTIES means the Agent, the Arranger, the Underwriter, the Banks
      and the Security Agent and (as the context requires) FINANCE PARTY means
      any one of them;

      FINANCE PERIOD means the period from the date of this Agreement until the
      date on which the Agent confirms that none of the Finance Parties and none
      of the members of the Group has any actual or contingent liabilities or
      obligations under any of the Finance Documents;

      FINANCIAL COVENANTS means the financial undertakings set out in clause
      10.3 and Schedule 8;

      FINANCIAL DEFINITIONS means the definitions set out in Schedule 8, Capital
      Expenditure, Borrowed Money, Finance Leases, Net Proceeds, unapplied Net
      Proceeds (as defined in clause 6.6) and Taxes;

      FINANCIAL MODEL means each agreed form financial model for the Group
      delivered to the Agent pursuant to paragraph 13 of Part 2 of Schedule 3;

      FLOTATION means the inclusion of any part of the share capital of any
      Acquisition Party, Premier Holdings or any member of the Group in the
      Official List of the UK Listing Authority or the grant of permission to
      deal in the same in the Alternative Investment Market or the European
      Association of Securities Dealers Automated Quotation or on any recognised
      investment exchange (as that term is used in the Financial Services and
      Markets Act 2000) or in or on any exchange or recognised market replacing
      the same or on any other exchange or recognised market in any country;

      FULL PREPAYMENT EVENT means either (a) a Change of Control or (b) an Asset
      Sale;

      GOVERNMENT ENTITY means and includes (whether having a distinct legal
      personality or not) any supra-national, national or local government
      authority, central bank, board, commission, department, division, organ,
      instrumentality, court or agency and any association, organisation or
      institution of which any of the foregoing is a member or to whose
      jurisdiction any of the foregoing is subject or in whose activities any of
      the foregoing is a participant and (if the context requires) which, in
      relation to Environmental Matters, has regulatory or administrative
      authority under Environmental Law;

      GROUP means the Borrower and all its Subsidiaries for the time being, and
      MEMBER OF THE GROUP means any one of them;

      GROUP DEBENTURE means the guarantee and debenture entered into or to be
      entered into by the Borrower, Premier Holdings and the Original Charging
      Subsidiaries in favour of the Security Agent;

      HEDGE COUNTERPARTIES means such persons which shall at any relevant time
      be party to any Hedge Transactions;

                                       11
<PAGE>

      HEDGE DOCUMENTS means the documents evidencing the Hedge Transactions;

      HEDGE TRANSACTIONS means the arrangements entered into by the Borrower
      pursuant to clause 10.5(a);

      HEDGING STRATEGY LETTER means the letter from the Borrower to the agent in
      respect of the Senior Facilities dated 12 August, 1999 (as amended and
      restated on 27 May 2002) relating to hedging;

      HICKS MUSE means Hicks, Muse, Tate & Furst Limited, a company incorporated
      under the laws of England and Wales with its registered office at 3-9 Old
      Burlington Street, 5th Floor, London W1S 3AE;

      HIGH YIELD BONDS means (a) the 12 1/4 % Sterling senior notes due 2009 and
      (b) the 12% US Dollar senior notes due 2009, in each case issued by Newco
      1;

      HIGH YIELD BOND DOCUMENTS means the senior note indenture, the note
      depository agreement, the exchange and registration rights agreement, the
      high yield bonds, any exchange notes contemplated by the senior note
      indenture or the exchange and registration rights agreement, the
      engagement letter, the fees letter, indemnity letters, underwriting or
      purchase agreement and all other documents relating to the issuance of the
      High Yield Bonds from time to time;

      HMTF GROUP has the meaning given to that term in the definition of CHANGE
      OF CONTROL in this clause 1.1;

      HMTF POULTRY means HMTF Poultry Limited (company number 3808291) whose
      registered office is at 28 The Green, Kings Norton, Birmingham B38 8SD;

      HMTF POULTRY/BORROWER SUBORDINATION DEED means the subordination deed
      entered into, or to be entered into, between HMTF Poultry, the Borrower
      and the Security Agent;

      HOLDING COMPANY means an entity of which another person is a Subsidiary;

      INDEBTEDNESS means any obligation for the payment or repayment of money,
      whether as principal or as surety and whether present or future, actual or
      contingent;

      INFORMATION MEMORANDA means documents which have been or are to be
      distributed to Banks or prospective Banks by the Arranger in connection
      with the sub-underwriting or general syndication of the Facility or the
      transaction contemplated by this Agreement;

      INFORMATION PACKAGE means the Information Memoranda, the Reports and the
      Financial Model;

      INTELLECTUAL PROPERTY RIGHTS means all copyrights (including rights in
      computer software), trade marks, service marks, business names, patents,
      rights in inventions, registered designs, design rights, database rights
      and topographical or similar rights, rights in trade secrets or other
      confidential information and any other intellectual property rights and
      any interests (including by way of licence) in any of the foregoing (in
      each case whether registered or not and including all applications for the
      same) which may subsist anywhere in the world;

      INTERCOMPANY LOAN AGREEMENT means the loan agreement dated 10 August 1999
      entered into by Newco 1 and the Borrower setting out the terms on which
      Newco 1 has lent to the Borrower the net proceeds of the High Yield Bonds;

                                       12
<PAGE>

      INTERCOMPANY LOAN PERMITTED PAYMENT has the meaning given to that term in
      the Intercompany Loan Subordination Deed;

      INTERCOMPANY LOAN SUBORDINATION DEED means the subordination deed entered
      into, or to be entered into, between Newco 1, the Borrower and the
      Security Agent;

      INTERCREDITOR AGREEMENT means the intercreditor agreement entered into, or
      to be entered into, between the Senior Finance Parties, the Finance
      Parties and the Borrower;

      INTEREST PAYMENT DATE means the last day of an Interest Period;

      INTEREST PERIOD means, in relation to any Advance, each period for the
      calculation of interest in respect of such Advance ascertained in
      accordance with clause 5.1;

      INVESTORS' UNDERTAKING means an undertaking in the agreed form granted or
      to be granted by each of Cayman 1, Newco 1 and Premier Holdings in favour
      of the Security Agent;

      IRISH IPR AGREEMENT means the agreement for the sale of certain
      Intellectual Property Rights in Ireland entered into in connection with
      the Irish Second Acquisition between certain of the Second Vendors and the
      Irish Second Purchaser;

      IRISH SECOND ACQUISITION means the acquisition by the Irish Second
      Purchaser of the Ireland ambient food business of Nestle (Ireland) Limited
      pursuant to the Irish Second Acquisition Agreements;

      IRISH SECOND ACQUISITION AGREEMENTS means:

      (a)   the Second SPA;

      (b)   the Irish IPR Agreement;

      (c)   the Chef Licence; and

      (d)   all other documents delivered pursuant or in relation to any of (a)
            to (c) (inclusive) above (including, without limitation, the
            transitional services agreement entered into between certain of the
            Second Vendors and the Second Purchasers in connection with the
            Irish Second Acquisition);

      IRISH SECOND PURCHASER means Pastam Limited (registered in Ireland with
      company number 323282) whose registered office is at c/o Arthur Cox,
      Arthur Cox Building, Earlsfort Terrace, Dublin 3, Ireland;

      JONKER FRIS SECURITY DOCUMENTS means a pledge of stock and receivables and
      a guarantee in each case in the agreed form entered into, or to be entered
      into, by Jonker Fris B.V. in favour of the Security Agent;

      LEGAL DUE DILIGENCE REPORTS means the agreed form reports prepared or to
      be prepared by Weil, Gotshal & Manges addressed to the Finance Parties and
      the Senior Finance Parties in connection with each Acquisition and LEGAL
      DUE DILIGENCE REPORT means any one of them;

      LEGAL OPINIONS means the legal opinions delivered pursuant to clause 3,
      clause 10.2(f) and paragraph 4 of Part 1 and paragraph 10 of Part 2 of
      Schedule 3 in form and substance satisfactory to the Agent (acting
      reasonably);

                                       13
<PAGE>

      LIBOR means, in relation to a particular period, the rate for deposits of
      the relevant currency for a period equivalent to such period at or about
      11 a.m. on the Quotation Date for such period as displayed on Telerate
      page 3750 (or, as the case may be, 3740) (British Bankers' Association
      Interest Settlement Rates) (or such other page as may replace such page
      3750 (or, as the case may be, 3740) on such system or on any other system
      of the information vendor for the time being designated by the British
      Bankers' Association to calculate the BBA Interest Settlement Rate (as
      defined in the British Bankers' Association's Recommended Terms and
      Conditions (BBAIRS terms) dated August, 1985)), provided that if on such
      date no such rate is so displayed, LIBOR for such period shall be the
      arithmetic mean (rounded upward if necessary to five decimal places) of
      the rates respectively quoted to the Agent by each of the Reference Banks
      at the request of the Agent as such Reference Bank's offered rate for
      deposits of the relevant currency in an amount approximately equal to the
      amount in relation to which LIBOR is to be determined for a period
      equivalent to such period to leading banks in the London Interbank Market
      at or about 11 a.m. on the Quotation Date for such period;

      LOAN NOTE INSTRUMENT means the instrument dated 27 May 2002 constituting
      up to (pound)164,656,894 unsecured loan notes due 2017 of UK Topco;

      MAJORITY BANKS means at any relevant time Banks the aggregate of whose
      Commitments in respect of the Facility exceed 66 2/3 per cent. of the
      Total Commitments in respect of the Facility but so that if at such time
      the Total Commitments in respect of the Facility have been reduced to zero
      references to a Bank's Commitment in relation to the Facility shall be
      construed as amongst the Finance Parties (and not so as to give any rights
      to any other person) as a reference to that Bank's Commitment in relation
      to the Facility immediately prior to such reduction to zero;

      MAJORITY SENIOR BANKS means the Majority Banks, as defined in the Senior
      Facilities Agreement;

      MARGIN means 4.50 per cent. per annum;

      MATERIAL ADVERSE EFFECT means any effect, event or circumstance which (on
      its own or in combination with other effects, events or circumstances)
      has, or is reasonably likely to have, a material adverse effect on (a) the
      business, assets, property, condition (financial or otherwise) or
      prospects of the Group taken as a whole or (b) the validity or
      enforceability of any of the Finance Documents or the rights or remedies
      of the Finance Parties thereunder;

      MATERIAL ENTITY means:

      (a)   each Obligor;

      (b)   each Acquisition Party; and

      (c)   each member of the Group:

            (i)   whose EBITDA constitutes 5 per cent. or more of the
                  Consolidated EBITDA of the Group, as shown by the most recent
                  audited financial statements (consolidated where applicable)
                  of that member of the Group and the Group (respectively); or

            (ii)  whose turnover (consolidated with the turnover of its
                  Subsidiaries, if any) constitutes 5 per cent. or more of
                  consolidated turnover of the Group, as

                                       14
<PAGE>

                  shown by the most recent audited financial statements
                  (consolidated where applicable) of that member of the Group
                  and the Group (respectively); or

            (iii) whose total assets (consolidated with the total assets of its
                  Subsidiaries, if any) constitute 5 per cent. or more of
                  consolidated total assets of the Group taken as a whole, as
                  shown by the most recent audited financial statements
                  (consolidated where applicable) of that member of the Group
                  and the Group (respectively); or

            (iv)  to which has been transferred (whether by one transaction or a
                  series of transactions, related or not) all or substantially
                  all of the assets of another member of the Group which,
                  immediately prior to that transaction or any of the
                  transactions in that series, was a Material Entity as
                  determined under paragraphs (i), (ii) or (iii) above; or

            (v)   which is a Holding Company of any Obligor or any Material
                  Entity determined under paragraphs (i) to (iv) above;

      MONTH or MONTHS means (a) (save as referred to in (b) below) a period
      beginning in one calendar month and ending in the relevant later calendar
      month on the day numerically corresponding to the day of the calendar
      month in which it started, provided that (i) if the period started on the
      last Banking Day in a calendar month or if there is no such numerically
      corresponding day, it shall end on the last Banking Day in such later
      calendar month and (ii) if such numerically corresponding day is not a
      Banking Day, the period shall end on the next following Banking Day in
      such later calendar month but if there is no such Banking Day it shall end
      on the preceding Banking Day and MONTHLY shall be construed accordingly;
      and (b) in the context of financial reporting, periods of four or five
      weeks by reference to which monthly management accounts are prepared;

      NET DERIVATIVES LIABILITY means, at any time, the net liability (if any)
      at such time of the Borrower and the other members of the Group taken as a
      whole in respect of Derivatives Transactions determined by reference to
      the amounts (as determined by the Agent) which would be payable or
      receivable by the Borrower and the other members of the Group pursuant to
      the terms of such Derivatives Transactions if such Derivatives
      Transactions were terminated at such time;

      NET PROCEEDS means, in respect of a disposal of an asset, the full amount
      of cash proceeds and Cash Equivalents realised on such disposal (including
      any such proceeds realised by way of deferred payment or instalment
      receivable or purchase price adjustment receivable or otherwise, but only
      as and when received) less the costs of such disposal for which purpose
      (a) such proceeds not in Sterling shall be deemed to be their Sterling
      equivalent at the date of the relevant disposal and (b) COSTS OF DISPOSAL
      includes legal fees, agents' commissions, auditors' and accountants' fees,
      bankers' fees, registration fees and other customary fees and expenses,
      reasonable provisions for Tax payable (after taking into account any
      available Tax credits or deductions and any Tax sharing arrangements), and
      any amount of such proceeds used to repay any Indebtedness secured on the
      relevant asset and any purchase price adjustments reasonably expected to
      be payable in connection with any such disposal;

      NEW ARTICLES means the articles of association of the Borrower in the
      agreed form;

      NEWCO 1 means Premier Foods plc (formerly Premier International Foods
      plc), company number 3771991, whose registered office is at 28 The Green,
      Kings Norton, Birmingham B38 8SD;

                                       15
<PAGE>

      OBLIGORS means the Borrower, Premier Holdings and the members of the
      Charging Group and OBLIGOR means any of them;

      ORIGINAL CHARGING SUBSIDIARY means each member of the Group listed as such
      in Schedule 6;

      PARTICIPATING MEMBER STATE means a member state of the European Union that
      has adopted or adopts the single currency in accordance with the Treaty;

      PERMITTED ACQUISITIONS has the meaning ascribed thereto in clause 10.6(s);

      PERMITTED ENCUMBRANCE means an Encumbrance being any of the following,
      namely:

      (a)   title retention arrangements arising in the ordinary course of the
            relevant member of the Group's business as carried on by it at the
            date of this Agreement or (if later) the date it becomes a member of
            the Group;

      (b)   any Encumbrance arising by operation of law (not by contract or
            otherwise) including, without limitation, banker's liens or rights
            of set-off and liens arising in the ordinary course of the relevant
            member of the Group's business as carried on by it at the date of
            this Agreement or (if later) the date it becomes a member of the
            Group, so long as any amounts in respect of which such liens or
            rights of set-off arise are not more than 60 days overdue for
            payment or are being contested in good faith by appropriate
            proceedings;

      (c)   any Encumbrance created by any of the Security Documents or
            (provided that an Encumbrance over the same asset is created by a
            Security Document) in favour of the Senior Finance Parties;

      (d)   any Encumbrance created or existing with the prior written consent
            of the Agent acting on the instructions of the Majority Banks;

      (e)   any Encumbrance constituted by any Finance Lease permitted under
            clause 10.6(c)(vii);

      (f)   any Encumbrances for Taxes which are being contested in good faith
            by appropriate proceedings, provided that adequate reserves with
            respect to such contested Taxes are maintained on the books of the
            appropriate members of the Group in conformity with the Appropriate
            Accounting Principles;

      (g)   Encumbrances securing Borrowed Money permitted by clause 10.6(c)(vi)
            provided that (i) any such Encumbrance is not extended to cover any
            other property or assets upon or following consummation of such
            Permitted Acquisition and (ii) the amount of Borrowed Money secured
            thereby is not increased other than pursuant to the instrument under
            which such Encumbrance was created, which instrument shall not be
            amended so as to increase the amount of Borrowed Money secured
            thereby at any time after such acquisition;

      (h)   deposits to secure the performance of bids, trade contracts (other
            than for Borrowed Money), leases, Intellectual Property Rights,
            statutory obligations, insurance contracts, surety and appeal bonds,
            performance bonds and other obligations of a like nature incurred in
            the ordinary course of business;

                                       16
<PAGE>

      (i)   Encumbrances securing Borrowed Money of any member of the Group
            incurred to finance the acquisition of fixed or capital assets
            (provided that (i) such Encumbrances shall be created substantially
            simultaneously with the acquisition of such fixed or capital assets,
            (ii) such Encumbrances do not at any time encumber any assets other
            than the assets financed by such Borrowed Money and (iii) the amount
            of Borrowed Money secured thereby is not increased);

      (j)   Encumbrances securing Borrowed Money existing on any property or
            assets at the time of its acquisition by a member of the Group or
            existing on such property or assets of any person that becomes a
            member of the Group after the date hereof at time such person
            becomes a member of the Group (other than any such Encumbrance
            created in contemplation of such acquisition) provided that (i) the
            Borrowed Money secured thereby is Borrowed Money of, or is assumed
            by, the relevant acquiring member of the Group, (ii) no such
            Encumbrance is extended to cover any additional property or assets
            and (iii) the amount of Borrowed Money secured thereby is not
            increased other than pursuant to the instrument under which such
            Encumbrance was created, which instrument shall not be amended so as
            to increase the amount of Borrowed Money secured thereby at any time
            after such acquisition;

      (k)   Encumbrances on the property of any member of the Group in favour of
            the landlord of such property securing licences, subleases or leases
            permitted hereunder;

      (l)   attachment or judgment Encumbrances not constituting an Event of
            Default;

      (m)   Encumbrances not otherwise permitted hereunder so long as neither
            (i) the aggregate Indebtedness secured thereby nor (ii) the
            aggregate fair market value (as at the date the relevant Encumbrance
            is created) of the assets subject thereto exceeds (pound)3,000,000
            at any time; and

      (n)   (to the extent only that the terms of the Senior Facilities
            Agreement are complied with) any Encumbrance in favour of an
            Ancillary Facilities Bank (as defined in the Senior Facilities
            Agreement) over credit balances on bank accounts of Obligors with
            such Ancillary Facilities Bank created in order to facilitate the
            operation of such bank accounts on a net balance basis for the
            purpose of calculating the outstanding drawings by way of overdraft
            under the Ancillary Facilities (as defined in the Senior Facilities
            Agreement) provided by such Ancillary Facilities Bank, with credit
            balances and debt balances on the various accounts being netted off;

      PREMIER HOLDINGS means Premier Foods (Holdings) Limited (formerly
      Hillsdown Holdings plc) (company number 971448) whose registered office is
      at 28 The Green, Kings Norton, Birmingham B38 8SD;

      PREMIER HOLDINGS/BORROWER LOAN AGREEMENT means the loan agreement dated 10
      August 1999 between the Borrower and Premier Holdings pursuant to which
      (pound)215,200,000 of the proceeds of the Demerger have been lent to the
      Borrower;

      PREMIER HOLDINGS/BORROWER SUBORDINATION DEED means the subordination deed
      entered into, or to be entered into, between Premier Holdings, the
      Borrower and the Security Agent;

      PREMIER HOLDINGS PREFERENCE SHARES means the fixed rate preference shares
      in the capital of Premier Holdings issued or to be issued upon or at any
      time after the Scheme Effective Date;

      PURCHASER means a newly incorporated limited liability company
      incorporated in England and Wales which (a) has not previously traded or
      undertaken any commercial activities of any

                                       17
<PAGE>

      kind and which does not have any liabilities or obligations (actual or
      contingent) save for (i) professional fees and administration costs in the
      ordinary course of business and/or incurred for the purposes of the
      maintenance of its corporate existence and (ii) liabilities imposed by law
      (and not by contract), (b) is or, upon completion of the relevant
      Acquisition, will immediately become a Charging Subsidiary and (c) is to
      enter into or has entered into any sale and purchase agreement in
      connection with an Acquisition;

      PUSHDOWN means the completion of all of the following transactions with no
      payments of cash being made:

      (a)   Newco 1 (and therefore indirectly the Borrower) is contributed by
            Cayman 1 to Premier Holdings as a gift;

      (b)   Newco 1 and the Borrower acquire all the existing Subsidiaries of
            Premier Holdings (other than Citadel Insurance Company Limited and
            J.J. Yates & Co. Limited) in exchange in part for the issue of
            shares in Newco 1 to Premier Holdings and in part for the
            cancellation of the Premier Holdings Preference Shares held by the
            Borrower; and

      (c)   the Borrower acquires all the shares in the Subsidiaries of Newco 1
            (other than the shares in the Borrower) in exchange for the issue of
            shares in the Borrower to Newco 1;

      QUALIFYING BANK means a person which on any date on which interest is
      payable under this Agreement is beneficially entitled to the interest
      payable to it under this Agreement and is a UK Lender or a Treaty Lender;

      QUARTER means, in respect of each financial year, each of the periods
      (each comprising three successive months) ending on or about 31 March, 30
      June, 30 September and 31 December in such financial year;

      QUOTATION DATE means, in relation to an Interest Period or other period
      for which LIBOR is to be determined, the date on which quotations would
      customarily be provided by leading banks in the London Interbank Market
      for deposits in the relevant currency for delivery on the first day of
      that Interest Period or other period provided that, if for any such period
      quotations would customarily be given on more than one date, the Quotation
      Date for that period shall be the last of those dates;

      RECOVERING BANK has the meaning given to that term in clause 15.2;

      REFERENCE BANKS means the principal London offices of JPMorgan Chase Bank
      Barclays Bank PLC, Citibank N.A. and/or any Banks appointed as such
      pursuant to clause 16.14;

      REPAYMENT DATE means, in relation to the Advances, 31st March, 2009;

      REPORTS means the Accountants' Reports and the Legal Due Diligence
      Reports;

      ROWNTREES LICENCE means the licence of the "Rowntrees" trade mark entered
      into in connection with the UK Second Acquisition between certain of the
      Second Vendors and the UK Second Purchaser;

      SCHEME means the scheme of arrangement in respect of Premier Holdings
      pursuant to which the Borrower subscribed in cash for all of the Premier
      Holdings Preference Shares in conjunction with Premier Holdings cancelling
      all of its share capital existing immediately prior to such scheme of
      arrangement becoming effective and Cayman 1 and Cayman 2 subscribing in
      cash for all of the ordinary shares in Premier Holdings;

                                       18
<PAGE>

      SCHEME EFFECTIVE DATE means 27 July 1999, being the date on which the
      Scheme became effective;

      SECOND ACQUISITIONS AGREEMENTS means the UK Second Acquisition Agreements
      and the Irish Second Acquisition Agreements and SECOND ACQUISITIONS
      AGREEMENT means any one of them;

      SECOND PURCHASERS means the UK Second Purchaser and the Irish Second
      Purchaser and SECOND PURCHASER means any one of them;

      SECOND SPA means the sale and purchase agreement (together with its
      schedules) dated 3 May 2002 between the Second Purchasers, the Borrower
      and the Second Vendors relating to the Second Acquisitions;

      SECOND TRANSACTION DOCUMENTS means the Second Acquisitions Agreements, the
      Loan Note Instrument and the other documents which implemented the
      recapitalisation and other steps set out in the structure paper referred
      to in paragraph 8.1 of schedule 4 to the Supplemental Agreement;

      SECOND VENDORS means Nestle UK Limited, Nestle (Ireland) Limited and
      Nestle S.A. and any of their Affiliates which are party to any of the
      Second Acquisitions Agreements;

      SECURITY AGENT means J.P. Morgan Europe Limited of 125 London Wall, London
      EC2Y 5AJ or such other person as may be appointed security agent and
      trustee for the Finance Parties pursuant to clause 16.13 and, in each
      case, its successors in title;

      SECURITY DOCUMENTS means, at any time, those of the following documents
      which have been executed (or purported to have been executed) by all
      parties thereto and have not been discharged or released at such time: (a)
      the Group Debenture, (b) the Share Pledges, (c) the Subordination Deeds,
      (d) the Bond and Floating Charges, (e) the Standard Securities, (f) the
      Investors' Undertaking, (g) the Jonker Fris Security Documents, (h) the
      Voting Undertaking and (i) any and all other Encumbrances, guarantees and
      other instruments from time to time entered into by any member of the
      Group by way of guarantee and/or security in respect of amounts owed to
      the Finance Parties under this Agreement (whether or not also in respect
      of any other Indebtedness);

      SENIOR AGENT means the Agent, as defined in the Senior Facilities
      Agreement;

      SENIOR FACILITIES means the Facilities, as defined in the Senior
      Facilities Agreement;

      SENIOR FACILITIES AGREEMENT means the senior facilities agreement dated 10
      August 1999, as amended on 20 August 1999 and 5 November 1999, and further
      amended and restated on 27 May 2002 and made between, among others, the
      Borrower, 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 PARTIES means the Finance Parties, as defined in the Senior
      Facilities Agreement;

      SENIOR FINANCE PERIOD means the Finance Period, as defined in the Senior
      Facilities Agreement;

                                       19
<PAGE>

      SHAREHOLDER INJECTIONS means:

      (a)   in respect of the Borrower, the making of Subordinated Shareholder
            Loans to it and the subscription by Newco 1 for shares in the
            Borrower in accordance with clause 10.6(m); and

      (b)   in respect of any other Acquisition Party, the issuing of shares or
            loan notes by such Acquisition Party to its shareholders for cash
            and the borrowing of cash by such Acquisition Party from its
            shareholders, in each case in a manner and on terms and conditions
            not resulting in a Default provided that the proceeds of such
            issuance or borrowing are, in a manner and on terms and conditions
            not resulting in a Default, directly or indirectly invested by such
            Acquisition Party in the Borrower in the manner referred to in (a)
            above;

      SHARE PLEDGES means the pledges in favour of the Security Agent in the
      agreed form entered into, or to be entered into, by:

      (a)   Hillsdown Europe Limited (in respect of its shares in Hillsdown
            Holland B.V.);

      (b)   Premier International Foods UK Limited (in respect of its shares in
            Melroses Limited and Ridgways Limited);

      (c)   Hillsdown International B.V. (in respect of its shares in Jonker
            Fris B.V.);

      (d)   Hillsdown Holland B.V. (in respect of its shares in Hillsdown
            Holdings France S.A.S.);

      (e)   Hillsdown Holdings France S.A.S. (in respect of its shares in
            Materne Boin S.A. and Premier Brands France S.A.);

      (f)   the Borrower (in respect of its shares in Premier Brands Limited);
            and

      (g)   Hillsdown Ambient Foods Group Limited (in respect of its shares in
            Robert Wilson & Sons (Est. 1849) Limited);

      STANDARD SECURITIES means the standard securities in the agreed form
      entered into, or to be entered into, by members of the Group over
      properties situate at Blocks 10 and 11, Craig Park, Newcraighall Road,
      Edinburgh, Lothian (in each case) in favour of the Security Agent;

      STERLING and (POUND) mean the lawful currency for the time being of the
      United Kingdom and in respect of all payments to be made under this
      Agreement in Sterling mean immediately available, freely transferable
      cleared funds;

      STRUCTURE PAPER means the structure paper dated 9 August 1999 which set
      out the structure of, and the steps involved in, the acquisition of
      Premier Holdings pursuant to the Scheme;

      SUBORDINATED SHAREHOLDER LOANS means subordinated loans lent by UK Topco,
      Premier Holdings, Newco 1 or HMTF Poultry and borrowed by the Borrower
      (other than under the Intercompany Loan Agreement or Premier
      Holdings/Borrower Loan Agreement), which loans do not bear cash interest,
      cannot be repaid during the Finance Period and are otherwise fully
      subordinated to the obligations of the Obligors under the Finance
      Documents on terms satisfactory to the Agent and where copies (certified
      by a director or the secretary of the Borrower as true, complete and
      up-to-date copies) of the documents evidencing such

                                       20
<PAGE>

      Borrowed Money are delivered to the Agent promptly upon those documents
      being entered into, or, where the context requires, the documents or
      instruments evidencing such loans;

      SUBORDINATION DEEDS means (a) the Intercompany Loan Subordination Deed,
      (b) the Premier Holdings/Borrower Subordination Deed, (c) the HMTF
      Poultry/Borrower Subordination Deed and (d) any other subordination deeds
      from time to time entered into in favour of the Security Agent in respect
      of Subordinated Shareholder Loans;

      SUBSIDIARY means:

      (a)   in relation to Premier Holdings and the Borrower, a subsidiary
            within the meaning of section 736 of the Act and, for the purposes
            of clauses 10.1(a), 10.3 and Schedule 8 only, a subsidiary
            undertaking within the meaning of section 258 of the Act; and

      (b)   in relation to any other person, any entity (i) which is controlled
            directly or indirectly by that person or (ii) of whose dividends or
            distributions on ordinary voting share capital that person is
            entitled to receive more than 50 per cent.; and CONTROL for this
            purpose means the direct or indirect ownership of the majority of
            the voting share capital of such entity or to determine the
            composition of a majority of the board of directors (or like board)
            of such entity, in each case whether by virtue of ownership of share
            capital, contract or otherwise;

      SUBSTITUTE has the meaning given to that term in clause 15.3;

      SUBSTITUTE BASIS has the meaning given to that term in clause 13.4(b);

      SUBSTITUTION CERTIFICATE means a certificate substantially in the terms of
      Part 1 or Part 2 of Schedule 5;

      SUPPLEMENTAL AGREEMENT means the agreement supplemental to the Senior
      Facilities Agreement dated 27 May 2002 made between, amongst others, the
      parties to this Agreement;

      SYNDICATION COMPLETION DATE means the date which is the earlier of (a) the
      date falling 120 days after the later of (i) execution of this Agreement
      by or on behalf of all parties thereto and (ii) the date on which the
      Arrangement and Underwriting Fee (as defined in the relevant Third Fee
      Letter) becomes payable (such period to be increased by a day for each day
      during which any proceedings, investigation, examination or enquiry in
      respect of any part of any Acquisition are initiated or are ongoing by any
      competition authority) and (b) the date on which the Arranger declares
      that the syndication of the Facility has successfully completed;

      TARGETS means any businesses (comprising either companies or assets (or
      both)) acquired by a Purchaser, such Acquisition being funded (in whole or
      in part) by an Advance under the Facility and TARGET means any one of
      them;

      TARGET DAY means a day on which the Trans-European Automated Real-time
      Gross Settlement Express Transfer system (TARGET) is operating;

      TARGET GROUP means, in respect of each Target, that Target and its
      Subsidiaries from time to time and MEMBER OF THE TARGET GROUP means any of
      that Target and its Subsidiaries;

      TAXES means all taxes, imposts, duties, levies, charges, deductions and
      withholdings in the nature or on account of tax whether of the United
      Kingdom or elsewhere, together with all interest thereon and penalties
      with respect thereto and Tax and TAXATION shall be construed accordingly;

                                       21
<PAGE>

      TERMINATION DATE means the last day of the Commitment Period;

      THIRD FEE LETTERS means the fee letters dated 2 October, 2003 between
      (respectively) the Borrower and the Agent and between the Borrower, the
      Arranger and the Underwriter;

      TOTAL COMMITMENTS means, in respect of the Facility at any relevant time,
      the total of the Commitments of all the Banks in respect of the Facility
      at such time;

      TOTAL CONTRIBUTIONS means, in respect of the Facility at any relevant
      time, the total of the Contributions of all the Banks in respect of the
      Facility at such time;

      TRANSACTION DOCUMENTS means the Intercompany Loan Agreement, the Premier
      Holdings/Borrower Loan Agreement, the Subordinated Shareholder Loans, the
      Demerger Agreements, the Second Transaction Documents and the Acquisition
      Agreements;

      TREATY means the Treaty establishing the European Economic Community being
      the Treaty of Rome of 25th March, 1957 as amended by the Single European
      Act 1986 and the Maastricht Treaty (which was signed on 7th February, 1992
      and came into force on 1st November, 1993) as amended, varied or
      supplemented from time to time;

      TREATY LENDER means a person which, by virtue of the provisions of a
      double taxation agreement between the jurisdiction in which the Borrower
      is resident and the country of residence of that person is, subject only
      to a prior direction given to the Borrower by the appropriate tax
      authority pursuant to an application by that person, eligible, on the date
      of this Agreement (or, if later, the date such Bank becomes a party to
      this Agreement) to have payments made to it by that Borrower under this
      Agreement without any deduction or withholding in respect of Taxes;

      UKIPR AGREEMENT means the agreement for the sale of certain Intellectual
      Property Rights entered into in connection with the UK Second Acquisition
      between the certain of the Second Vendors and the UK Second Purchaser;

      UK LENDER means:

      (a)   a company which is resident in the United Kingdom for tax purposes;
            or

      (b)   a partnership each of whose members is a company so resident; or

      (c)   a company which is not resident in the United Kingdom for tax
            purposes, but which carries on a trade in the United Kingdom through
            a branch or agency and is subject to corporation tax on interest
            paid to it under this Agreement under section 11(2) of the Income
            and Corporation Taxes Act 1988;

      UK LISTING AUTHORITY means the Financial Services Authority in its
      capacity as the competent authority for the purposes of Part VI of the
      Financial Services and Markets Act 2000;

      UK SECOND ACQUISITION means the acquisition by the UK Second Purchaser of
      the United Kingdom ambient food business of Nestle UK Ltd pursuant to the
      UK Second Acquisition Agreements;

      UK SECOND ACQUISITION AGREEMENTS means:

      (a)   the Second SPA;

                                       22
<PAGE>

      (b)   the UKIPR Agreement;

      (c)   the Rowntrees Licence; and

      (d)   all other documents delivered pursuant to or in relation to any of
            (a) to (c) (inclusive) above (including, without limitation, the
            transitional services agreement entered into between certain of the
            Second Vendors and the Second Purchasers in connection with the UK
            Second Acquisition);

      UK SECOND PURCHASER means Premier Ambient Products (UK) Limited (company
      number 4427006) whose registered office is at 28 The Green, Kings Norton,
      Birmingham B38 8SD;

      UK TOPCO means Premier Foods Investments Limited (company number 04426994)
      whose registered office is at 28 The Green, Kings Norton, Birmingham, West
      Midlands B38 8SD;

      UNDERWRITER means JPMorgan Chase Bank of 125 London Wall, London EC2Y 5AJ;

      VENDORS means, in the case of any Acquisition, the vendors of the relevant
      Target and any of their Affiliates which are party to any of the relevant
      Acquisition Agreements and VENDOR means any one of them; and

      VOTING UNDERTAKING means the agreed form voting undertaking granted, or to
      be granted, by Cayman 1 in favour of the Security Agent.

1.2   HEADINGS

      Clause headings and the table of contents are inserted for convenience of
      reference only and shall be ignored in the interpretation of this
      Agreement.

1.3   CONSTRUCTION OF CERTAIN TERMS

      In this Agreement, unless the context otherwise requires:

      (a)   references to clauses and Schedules are to be construed as
            references to the clauses of, and Schedules to, this Agreement and
            references to this Agreement include its Schedules;

      (b)   references to (or to any specified provision of) this Agreement or
            any other document shall be construed as references to this
            Agreement, that provision or that document as in force for the time
            being and as from time to time amended in accordance with its terms,
            or, as the case may be, with the agreement of the relevant parties
            and (where such consent is, by the terms of this Agreement or the
            relevant document, required to be obtained as a condition to such
            amendment being permitted) the prior written consent of the Agent;

      (c)   references to a REGULATION include any present or future regulation,
            order, rule, directive, requirement, request or guideline (whether
            or not having the force of law) of any governmental body, agency,
            department or regulatory, self-regulatory or other authority or
            organisation which is available to those persons it affects;

      (d)   references to an AUTHORISATION mean and include any consent,
            authorisation, licence, approval, exemption, filing, concession,
            registration, notarisation and permit;

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

                                       23
<PAGE>

      (f)   references to a time of day are to London time;

      (g)   references to a PERSON shall be construed as including references to
            an individual, firm, company, corporation, unincorporated body of
            persons or any State or any of its agencies;

      (h)   references to ASSETS include all or part of any business,
            undertaking, real property, personal property, uncalled capital and
            any rights (whether actual or contingent, present or future) to
            receive, or require delivery of, any of the foregoing;

      (i)   references to a GUARANTEE include references to an indemnity,
            standby letter of credit or other assurance against financial loss
            including, without limitation, an obligation to purchase assets or
            services as a consequence of a default by any other person to pay
            any Indebtedness and GUARANTEED shall be construed accordingly;

      (j)   references to the EQUIVALENT of an amount specified in a particular
            currency (the SPECIFIED CURRENCY AMOUNT) shall be construed as a
            reference to the amount of the other relevant currency which can be
            purchased at the Agent's spot rate (as certified by the Agent) with
            the specified currency amount in the London foreign exchange market
            at or about 11 a.m. on the day on which the calculation falls to be
            made for spot delivery;

      (k)   references to any enactment shall be deemed to include references to
            such enactment as re-enacted, amended or extended;

      (l)   references to documents being in the AGREED FORM mean documents
            initialled by both Allen & Overy (on behalf of the Agent and the
            Arranger) and Weil, Gotshal & Manges (on behalf of the Borrower) or,
            in the case of a document not so initialled, in a form to be agreed
            between the Agent and the Borrower (acting reasonably);

      (m)   references to a fixed date intended to mean the end of a financial
            period shall be construed, unless the context otherwise requires, as
            references to the accounting reference date in respect of that
            financial period falling on or about that fixed date;

      (n)   references to documents being duly certified or to duly certified
            copies of such documents shall mean that such documents are
            certified as true and complete copies of the executed originals of
            such documents by a director of the Borrower; and

      (o)   references to ORDINARY COURSE OF BUSINESS mean, in relation to any
            person, the ordinary course of business of such person carried out
            in accordance with the Finance Documents.

1.4   SUCCESSORS AND ASSIGNS

      The expressions AGENT, ARRANGER, UNDERWRITER, BANKS, BORROWER, FINANCE
      PARTIES, OBLIGORS, SECURITY AGENT and PURCHASER include, in each case,
      their respective successors and, in the case of the Finance Parties, their
      respective permitted assignees, permitted transferees and Substitutes,
      whether immediate or derivative.

                                       24
<PAGE>

2.    THE FACILITY

2.1   THE FACILITY

      The Banks, relying upon each of the representations and warranties in
      clause 9, agree to make available to the Borrower a term loan facility in
      a principal amount of up to (pound)75,000,000 to be used solely for
      Acquisition Purposes.

2.2   SEVERAL OBLIGATIONS

      The obligation of each Bank under this Agreement in relation to the
      Facility shall be to contribute that proportion of each relevant Advance
      under the Facility which its Commitment in relation to the Facility bears
      to the Total Commitments in relation to the Facility.

3.    THE CONDITIONS

3.1   DOCUMENTS AND EVIDENCE

      The obligation of each Bank to make its Commitment available shall be
      subject to the condition that the Agent, or its duly authorised
      representative, shall have received:

      (a)   not later than the date of the Drawdown Notice for the first Advance
            under the Facility, the documents and evidence specified in part 1
            of Schedule 3 in form and substance satisfactory to the Agent
            (acting reasonably); and

      (b)   in respect of each proposed Acquisition and the Advance proposed to
            be drawn to assist in the funding of that Acquisition, not later
            than the date of the Drawdown Notice for such Advance, the documents
            and evidence specified in part 2 of Schedule 3.

      The Agent shall promptly notify the Borrower and the Banks when such
      conditions have been satisfied.

3.2   GENERAL CONDITIONS PRECEDENT

      The obligation of each Bank to contribute to any Advance is subject to the
      further conditions that at the date of each Drawdown Notice and on each
      Drawdown Date:

      (a)   the representations and warranties set out in:

            (i)   clause 9.1 which are repeated pursuant to clause 9.4;

            (ii)  (in respect of the first Advance only) clause 9.2; and

            (iii) (in respect of the then proposed Acquisition and the Advance
                  proposed to be drawn to assist in the funding of that
                  Acquisition) clause 9.3

            are true and correct in all material respects on and as of each such
            date as if each were made with respect to the facts and
            circumstances existing at such date; and

      (b)   all of the conditions in clause 10.6(s) in respect of the then
            proposed Acquisition are complied with; and

      (c)   no Default shall have occurred and be continuing or would result
            from such Advance.

                                       25
<PAGE>

3.3   WAIVER OF CONDITIONS PRECEDENT

      The conditions specified in this clause 3 are inserted solely for the
      benefit of the Banks and may be waived on their behalf in whole or in part
      and with or without conditions by the Agent acting on the instructions of
      the Majority Banks in respect of any Advance.

4.    DRAWINGS UNDER THE FACILITY

4.1   THE FACILITY

(a)   Subject to the terms and conditions of this Agreement, the Advances shall
      be made to the Borrower in amounts complying with clause 4.1(b), and
      4.1(c) following receipt by the Agent from the Borrower of a completed
      Drawdown Notice in the form of Schedule 2 not later not later than 9:30
      a.m. on the Banking Day before the Quotation Date in respect of the
      proposed Drawdown Date.

(b)   The principal amount specified in each Drawdown Notice shall, subject to
      the terms and conditions of this Agreement, be not less than
      (pound)1,000,000 or the balance of the Total Commitments and shall be used
      for the purposes described in clause 2.1.

(c)   The Borrower irrevocably instructs the Agent to remit the proceeds of each
      Advance, to the extent made for the purposes of funding any part of the
      Acquisition Consideration payable under any Acquisition Agreements on the
      completion date of any such Acquisitions, to the relevant Vendor (whose
      receipt shall be in good discharge to the Agent).

(d)   To the extent that the Facility is not drawn in full by the Termination
      Date, the undrawn Commitments of the Banks (if any) shall thereupon be
      automatically reduced to zero and cancelled.

4.2   ADVANCES GENERALLY

(a)   A Drawdown Notice (or notice purporting to be such) shall only be
      effective if it complies with this Agreement and only upon actual receipt
      by the Agent and, once given, shall be irrevocable.

(b)   As soon as practicable after receipt of each Drawdown Notice complying
      with this Agreement the Agent shall notify each relevant Bank thereof and
      of the date on which the proposed Advance is to be made and of the
      relevant Interest Period. Subject to clause 3, each Bank shall on such
      Drawdown Date participate in such Advance by making available to the Agent
      its portion of such Advance in accordance with clause 8.2.

4.3   APPLICATION OF PROCEEDS

      Without prejudice to the Borrower's obligations under clause 10.2(a), none
      of the Finance Parties shall have any responsibility for the application
      of the proceeds of any Advance by the Borrower.

5.    INTEREST AND INTEREST PERIODS

5.1   INTEREST ON THE ADVANCES

(a)   Interest obligations

                                       26
<PAGE>

      The Borrower shall pay interest on each Advance in respect of each
      Interest Period on the relevant Interest Payment Date (or, in the case of
      Interest Periods of more than 6 months, by instalments, every 6 months
      from the commencement of the relevant Interest Period and on the relevant
      Interest Payment Date) at the rate per annum determined by the Agent to be
      the aggregate of (i) the applicable Margin, (ii) the Additional Cost and
      (iii) LIBOR.

(b)   Interest Periods for the Advances

            (i)   The Borrower may by notice received by the Agent not later
                  than 10 a.m. on the Banking Day before the Quotation Date in
                  respect of each Interest Period in respect of each Advance:

                  (A)   (subject to clause 5.1(b)(ii)(C)) specify whether such
                        Interest Period shall have a duration of 3 or 6 or (if
                        available to all Banks) 9 or 12 months; and/or

                  (B)   after the Termination Date, specify that such Advance
                        shall be split into two or more Advances or, if the next
                        Interest Period for that Advance would begin on the same
                        day as the next Interest Period in respect of any other
                        Advance, that such Advances be consolidated into one
                        Advance, in each case with effect from the beginning of
                        the next Interest Period, provided that:

                  I.    not more than 4 Advances may be outstanding at any one
                        time under the Facility; and

                  II.   each Advance shall be not less than(pound)1,000,000 (or
                        any larger sum which is an integral multiple
                        of(pound)50,000) or the balance of the Commitments in
                        respect of the Facility.

            (ii)  Every Interest Period in respect of each Advance shall be of
                  the duration specified by the Borrower pursuant to clause
                  5.1(b)(i) but so that:

                  (A)   the initial Interest Period in respect of each Advance
                        will commence on the relevant Drawdown Date and each
                        subsequent Interest Period in respect thereof shall
                        commence forthwith upon the expiry of the previous
                        Interest Period;

                  (B)   if the Borrower fails to select the duration of an
                        Interest Period in respect of an Advance in accordance
                        with the provisions of clause 5.1(b)(i) and this clause
                        5.1(b)(ii) such Interest Period shall have a duration of
                        3 months or such other period as shall comply with this
                        clause 5.1(b)(ii); and

                  (C)   for the purpose of assisting in the syndication of the
                        Facility, the Interest Periods for the Advances shall
                        until the Syndication Completion Date be such period or
                        periods as may be agreed between the Borrower and the
                        Agent.

5.2   INTEREST ON OVERDUE AMOUNTS

(a)   If the Borrower fails to pay any sum (including, without limitation, any
      sum payable pursuant to this clause 5.2) on its due date for payment under
      this Agreement the Borrower shall pay

                                       27
<PAGE>

      interest on such sum from the due date up to the date of actual payment
      (as well after as before judgment) at a rate determined by the Agent
      pursuant to this clause 5.2.

(b)   The period beginning on the due date for payment and ending on the date of
      actual payment shall be divided into successive periods of not more than 3
      months as selected by the Agent (after consultation with the Banks so far
      as reasonably practicable in the circumstances) each of which (other than
      the first, which shall commence on such due date) shall commence on the
      last day of the preceding such period, but so that if the unpaid sum is an
      amount of principal which shall have become due and payable prior to the
      next succeeding Interest Payment Date relating thereto then the first such
      period selected by the Agent shall end on such Interest Payment Date.

(c)   The rate of interest applicable to each period referred to in clause
      5.2(b) shall be the aggregate as determined by the Agent) of (i) one per
      cent. per annum, (ii) the applicable Margin, (iii) the Additional Cost and
      (iv) LIBOR.

(d)   Interest under this clause 5.2 shall be due and payable on the last day of
      each period determined by the Agent pursuant to this clause 5.2 or, if
      earlier, on the date on which the sum in respect of which such interest is
      accruing shall actually be paid.

5.3   NOTIFICATION OF INTEREST PERIODS AND INTEREST RATE

      The Agent shall notify the Borrower and the Banks promptly of the duration
      of each Interest Period or other period for the calculation of interest
      (or, as the case may be, default interest) and of each rate of interest
      determined by it under this clause 5.

5.4   REFERENCE BANK QUOTATIONS

      If any Reference Bank is unable or otherwise fails to furnish a quotation
      for the purpose of calculating LIBOR where such a quotation is required
      having regard to the definition of LIBOR in clause 1.1 the interest rate
      for the relevant Interest Period or other relevant period shall be
      determined, subject to clause 13.4, on the basis of the quotations
      furnished by the remaining Reference Banks.

6.    REPAYMENT, PREPAYMENT AND CANCELLATION

6.1   REPAYMENT OF THE FACILITY

      The Borrower shall repay the Advances in Sterling in full on the Repayment
      Date.

6.2   OPTIONAL PREPAYMENT OF ALL THE BANKS

      The Borrower may, subject to the Intercreditor Agreement and clause 6.5,
      prepay the Advances at any time in whole or part (in minimum amounts of
      (pound)1,000,000), without premium or penalty but without prejudice to its
      obligations under clauses 6.5(c), 8.5, 12, 13.2 and 13.4.

6.3   OPTIONAL PREPAYMENT OF A BANK

(a)   The Borrower may also prepay (in whole but not in part only), without
      premium or penalty, subject to the Intercreditor Agreement but without
      prejudice to its obligations under clauses 6.5(c), 8.5, 12, 13.2 and 13.4:

                                       28
<PAGE>

            (i)   (upon notice to the Agent to such effect) the whole of the
                  Contribution to the Facility of any Bank to which the Borrower
                  shall have become obliged to pay additional amounts under
                  clauses 8.5, or 13.2; or

            (ii)  (upon notice to such effect to the Agent within 10 Banking
                  Days of receipt of the relevant certificate of a Substitute
                  Basis) the whole of the Contribution to the Facility of any
                  Bank to which a Substitute Basis applies by virtue of clause
                  13.4.

(b)   Upon any such notice of such prepayment being given, the Commitment of the
      relevant Bank to the Facility shall be reduced to zero.

6.4   MANDATORY PREPAYMENTS

(a)   Prepayment Events:

            (i)   Unless the Agent (acting on behalf of all of the Banks)
                  otherwise agrees, the Borrower shall, subject to the
                  Intercreditor Agreement, be obliged to prepay the Advances in
                  whole immediately upon the occurrence of a Full Prepayment
                  Event (whether or not also an Event of Default), whereupon the
                  Total Commitments in respect of the Facility shall be reduced
                  to zero.

            (ii)  Unless the Agent (acting on behalf of all of the Banks)
                  otherwise agrees, the Borrower shall be obliged to apply (or
                  procure that the same are applied) the aggregate net proceeds
                  of any Flotation which does not constitute a Full Prepayment
                  Event as follows:

            (A)   the first (pound)100,000,000 of such aggregate net proceeds
                  shall be applied in or towards prepaying (and cancelling a
                  corresponding part of the commitments under) the Senior
                  Facilities or, subject to the Intercreditor Agreement, in
                  prepaying the Advances; and

            (B)   thereafter, an amount equal to 50 per cent. of any other
                  aggregate net proceeds shall be applied in or towards
                  prepaying (and cancelling a corresponding part of the
                  commitments under) the Senior Facilities, or subject to the
                  Intercreditor Agreement, in prepaying the Advances.

      For the purpose of this clause 6.4(a)(ii) AGGREGATE NET PROCEEDS means the
      total cash proceeds realised by any Acquisition Party, Premier Holdings
      and/or other entity the subject of a Flotation, less the reasonable costs,
      fees and expenses incurred in connection with such Flotation. On each
      occasion that aggregate net proceeds are received in respect of a
      Flotation not constituting a Full Prepayment Event, such aggregate net
      proceeds shall immediately be deposited in a cash collateral account
      maintained for the purposes of the Senior Facilities Agreement or, if the
      Senior Facilities have been repaid in full, in a Cash Collateral Account
      with the Cash Collateral Account Bank and shall be applied in prepaying
      (and cancelling a corresponding part of the commitments under) the Senior
      Facilities or, subject to the Intercreditor Agreement, in prepaying the
      Advances on the next succeeding Interest Payment Dates relating to the
      Advances concerned.

(b)   Receipts of claims:

      Unless the Agent (acting on behalf of all of the Banks) otherwise agrees,
      the Borrower will apply (or procure that the same are applied) all moneys
      received by it or any other member of the Group (each such receipt being a
      RELEVANT RECEIPT) as proceeds (net of associated costs

                                       29
<PAGE>

      and expenses) of any claim against any Vendor in connection with any
      Acquisition or the writers of the Reports or any claim in respect of
      advice given in relation to any Acquisition, as follows:

            (i)   prior to the Enforcement Date the Relevant Receipt shall be
                  applied:

            (A)   to the extent the Relevant Receipt relates to a liability of,
                  or a charge or claim upon, a member of the Group, in the
                  discharge of that liability, charge or claim (or in
                  reimbursement of monies disbursed in connection with such
                  liability, charge or claim) provided that such moneys shall be
                  properly applied in such manner within six months of receipt
                  by the relevant member of the Group; or

            (B)   to the extent the Relevant Receipt relates to an asset
                  reasonably required in the conduct of the Group's business, in
                  the acquisition of that asset provided that such moneys shall
                  be properly applied in such manner within six months of
                  receipt by the relevant member of the Group; or

            (C)   to the extent the Relevant Receipt exceeds the aggregate
                  amount required to be applied under (A) or (B) above, in
                  prepaying (and cancelling a corresponding part of the
                  commitments under) the Senior Facilities or, subject to the
                  Intercreditor Agreement, in prepaying the Advances on the next
                  succeeding Interest Payment Dates relating to the Advances
                  concerned. Pending every such application or prepayment, the
                  Borrower shall procure that on the date of the Relevant
                  Receipt by a member of the Group, an amount, or amounts in
                  aggregate, equal to the Relevant Receipt are placed in a cash
                  collateral account maintained for the purposes of the Senior
                  Facilities Agreement or, if the Senior Facilities have been
                  repaid in full, in a Cash Collateral Account with the Cash
                  Collateral Account Bank; or

            (ii)  on or after the Enforcement Date the Relevant Receipt shall be
                  applied in accordance with clause 9 of the Intercreditor
                  Agreement (and such moneys shall be paid to the Security Agent
                  for such purposes) or as the Security Agent may otherwise
                  direct.

6.5   PREPAYMENTS GENERALLY

(a)   No prepayment may be made pursuant to clauses 6.3 or 6.4 unless the
      Borrower shall have given the Agent 3 Banking Days prior notice specifying
      the proposed date of the prepayment and the amount to be prepaid. Every
      such notice shall be effective only on actual receipt by the Agent, shall
      be irrevocable and shall oblige the Borrower to make the relevant
      prepayment on the date specified.

(b)   No amount prepaid under the Facility may be reborrowed.

(c)   All prepayments shall be made together with (to the extent these relate to
      the amounts prepaid) (I) accrued interest to the date of prepayment
      (calculated, in the case of any prepayment of a Bank's Contribution to the
      Facility pursuant to clause 6.3(a)(ii) and in respect of the period during
      which the relevant Substitute Basis has applied by virtue of clause
      13.4(b), at a rate per annum equal to the rate certified by such Bank to
      be an interest rate equivalent to the aggregate of (A) the applicable
      Margin and (B) the cost (including Additional Cost) to such Bank of
      funding its Contribution to the Facility for such period); (ii) any
      additional amount payable under clauses 8.5 or 13.2 attributable to the
      amounts prepaid; and (iii) all other sums payable by the Borrower to the
      Banks under this Agreement

                                       30
<PAGE>

      attributable to the amounts prepaid including, without limitation, any
      accrued commitment commission payable under clause 7.2 and any amounts
      payable under clause 12.1.

(d)   Upon any prepayment being made (other than a prepayment under clause 6.3),
      the Commitments of the Banks in respect of the Facility shall be reduced
      accordingly (pro-rata the Banks' respective Commitments in respect of the
      Facility).

(e)   The Borrower may not make any prepayments in respect of the Facility save
      as expressly provided in this Agreement.

6.6   APPLICATION OF DISPOSAL PROCEEDS

(a)   Subject to clause 6.6(b), unless the Agent (acting on behalf of all of the
      Banks) otherwise agrees, the Borrower shall procure that an amount equal
      to the Net Proceeds of each relevant disposal (other than, for the
      avoidance of doubt, any amounts subject to a valid Reinvestment Notice)
      and each mandatory disposal are, as soon as practicable and in any event
      no later than five Banking Days after their receipt by a member of the
      Group, deposited in a cash collateral account maintained for the purposes
      of the Senior Facilities Agreement or, if the Senior Facilities have been
      repaid in full, in a Cash Collateral Account with the Cash Collateral
      Account Bank and shall be applied in prepaying (and cancelling a
      corresponding part of the commitments under) the Senior Facilities or,
      subject to the Intercreditor Agreement, in prepaying the Advances on the
      next succeeding Interest Payment Dates relating to the Advances concerned.

(b)   The Borrower may apply the Net Proceeds of a relevant disposal which are
      the subject of a valid Reinvestment Notice in or towards a permitted
      application within six months of the relevant disposal. The amount of Net
      Proceeds that are subject to Reinvestment Notices shall not exceed
      (pound)10,000,000 in aggregate in respect of any financial year of the
      Borrower.

(c)   Unless the Agent (acting on behalf of all of the Banks) otherwise agrees,
      the Borrower shall procure that (I) any unapplied Net Proceeds of a
      relevant disposal and (ii) all Net Proceeds of each mandatory disposal are
      applied in prepaying (and cancelling a corresponding part of the
      commitments under) the Senior Facilities or, subject to the Intercreditor
      Agreement, in prepaying the Advances.

      For the purposes of this clause 6.6:

      (i)   a RELEVANT DISPOSAL means a disposal permitted under clause
            10.6(f)(iii) (and no other paragraph thereof) in any case which
            results in Net Proceeds in excess of (pound)750,000 (or its Sterling
            equivalent at the date of receipt) provided that the aggregate
            Sterling equivalent of the gross proceeds of such disposals excluded
            from this definition of relevant disposal shall not exceed
            (pound)3,000,000 in any financial year of the Borrower;

      (ii)  a MANDATORY DISPOSAL means any disposal of the ownership interests
            in or assets of a Target Group or the ownership interests in or
            assets of any member of the Group as a result of any Acquisition,
            which disposal is required to be made by any relevant competition
            authority (or is in order to mitigate against any proceedings,
            investigation, examination or enquiry by such a competition
            authority);

      (iii) UNAPPLIED NET PROCEEDS means, in respect of a relevant disposal
            which is not a mandatory disposal, those Net Proceeds (or their
            Sterling equivalent at the date of receipt, if denominated in a
            currency other than Sterling) of such relevant disposal which are
            subject to a valid Reinvestment Notice and which, as at the end of
            the period of six months after the date of such relevant disposal
            or, in respect of up to

                                       31
<PAGE>

            (pound)6,300,000 of Net Proceeds of relevant disposals which is at
            the date on which the Majority Senior Banks consented to the
            requests contained in the consent request letter dated 2 October
            2003, deposited in a cash collateral account maintained for the
            purposes of the Senior Facilities Agreement, as at the end of the
            period ending on 16 October 2004 (EXISTING NET PROCEEDS) (or, if
            earlier, as at the date on which the Borrower notifies the Agent
            that the Group no longer intends and expects to use all or the
            relevant portion of the Net Proceeds concerned towards a permitted
            application) have not been applied in a permitted application;

      (iv)  a PERMITTED APPLICATION means any of (A) the acquisition of a
            replacement fixed asset of the same or a similar type and of
            comparable or superior value and quality or (B) the acquisition of a
            fixed asset the commercial purpose and effect of which is to replace
            or improve upon the commercial purpose and effect of the fixed asset
            disposed of or (C) the acquisition of fixed assets of comparable or
            superior quality for another aspect of the Group's business,
            provided in each case (to the extent permitted by law) that such
            fixed asset is subject to a fully enforceable legally binding
            Encumbrance in favour of the Security Agent and the other Finance
            Parties equivalent to or better than the Encumbrance (if any) to
            which the asset, the disposal of which resulted in the Net Proceeds
            which are being so applied, was subject, and provided further that
            the only permitted application in respect of the Existing Net
            Proceeds is the application thereof in or towards satisfying the
            Acquisition Consideration in respect of Permitted Acquisitions; and

      (v)   a REINVESTMENT NOTICE means, in respect of the Net Proceeds of a
            relevant disposal which is not a mandatory disposal, a written
            notice executed by a director or the treasurer of the Borrower and
            received by the Agent no later than 5 Banking Days after receipt of
            such Net Proceeds by a member of the Group which confirms that no
            Event of Default has occurred and is continuing and that a member of
            the Group intends and expects to use all or the relevant portion of
            the Net Proceeds of the relevant disposal concerned towards a
            permitted application.

6.7   CASH SWEEP

      Unless the Agent (acting on behalf of all of the Banks) otherwise agrees,
      the Borrower shall apply or procure that there is applied in prepaying
      (and cancelling a corresponding part of the commitments under) the Senior
      Facilities or, subject to the Intercreditor Agreement, in prepaying the
      Advances (without premium or penalty) on the next succeeding Interest
      Payment Dates in respect of the Advances concerned following the delivery
      to the Agent of the audited annual consolidated financial statements of
      the Group and the Auditors' statement pursuant to clause 10.1(b)(i) and
      10.1(b)(iv) in respect of each financial year ending on or after 31
      December 2002 an amount equal to a percentage of the Consolidated Excess
      Cash Flow in respect of such financial year determined according to the
      ratio of Total Net Debt to Consolidated EBITDA (determined in accordance
      with Schedule 8 and clause 10.3) as at the end of the financial year to
      which such financial statements relate.

                                       32
<PAGE>

<TABLE>
<CAPTION>
                                                           % of Consolidated Excess Cash Flow
Total Net Debt: Consolidated EBITDA                                  to be prepaid
---------------------------------------------------------------------------------------------
<S>                                                        <C>
greater than or equal to 4.5:1                                           75%

greater than or equal to 3.0:1 but less than 4.5:1                       50%

less than 3.0:1                                                          25%
</TABLE>

6.8   CITADEL INSURANCE COMPANY LIMITED

      The Borrower shall procure that any cash which is surplus to the
      reasonable cash requirements of Citadel Insurance Company Limited
      (including, without limitation, all cash which is in excess of the amount
      required from time to time as cash collateral in respect of insurance
      policies written by Citadel Insurance Company Limited) shall be invested
      in the Borrower either by way of the subscription for ordinary shares in
      the Borrower or by way of shareholder loans to the Borrower which are
      subordinated on the same terms as provided for in the Premier
      Holdings/Borrower Subordination Deed. The Borrower undertakes to
      immediately deposit the proceeds of any such subscription or shareholder
      loan in a cash collateral account maintained for the purposes of the
      Senior Facilities Agreement or, if the Senior Facilities have been repaid
      in full, in a Cash Collateral Account with the Cash Collateral Account
      Bank and shall apply such proceeds in prepaying (and cancelling a
      corresponding part of the commitments under) the Senior Facilities or,
      subject to the Intercreditor Agreement, in prepaying the Advances on the
      next succeeding Interest Payment Dates relating to the Advances concerned.

6.9   WAIVER OF PREPAYMENT

      A prepayment of the Advances shall not be required to be made under
      clauses 6.4(a)(ii), 6.4(b), 6.6, 6.7 or 6.8 while the Senior Facilities
      are outstanding to the extent that a waiver of the corresponding
      prepayment obligation under the Senior Facilities Agreement has been given
      without a breach of clause 13.3 of the Intercreditor Agreement occurring.

7.    FEES AND EXPENSES

7.1   ARRANGEMENT, UNDERWRITING AND AGENCY FEES

      The Borrower shall pay to the Agent or shall procure that there is paid:

      (a)   at the time and in the circumstances in which such fee is payable in
            accordance with the terms of the Third Fee Letters, an arrangement
            and underwriting fee of the amount agreed by the Borrower with the
            Arranger and the Underwriter in the Third Fee Letters; and

      (b)   on the first Drawdown Date and (in advance) on each anniversary
            thereof until no amount is outstanding under this Agreement and no
            Commitment is in force, for the account of the Agent, an agency fee
            of the amounts agreed by the Borrower with the Agent in the Third
            Fee Letters.

                                       33
<PAGE>

7.2   COMMITMENT FEES

      The Borrower shall pay to the Agent, or shall procure that there is paid
      to the Agent on the earlier of:

      (a)   the first Drawdown Date; and

      (b)   the date on which the Commitment Period is extended beyond 16
            February 2004

      and thereafter on the dates falling at 3 monthly intervals after such
      initial payment date during the Commitment Period and on the Termination
      Date, for the account of the Banks (pro-rata their Commitments),
      commitment commission computed at the Commitment Commission Rate on the
      daily amount (accruing on and from the date of this Agreement or, if
      earlier, 17 November 2003) by which the Total Commitments in respect of
      the Facility exceed the aggregate amount of the Advances.

7.3   EXPENSES

      The Borrower shall pay to the Agent:

      (a)   all reasonable out-of-pocket expenses (including but not limited to
            expenses incurred in connection with the Reports) of the Agent, the
            Security Agent, the Arranger, the Underwriter and their Affiliates
            associated with the transactions contemplated by this Agreement,
            including but not limited to (i) the syndication of the Facility and
            publicity associated therewith, (ii) the preparation, execution and
            delivery, administration, waiver, modification and enforcement of
            the Finance Documents (including documentary taxes and the
            reasonable fees, disbursements and other charges of counsel and
            consultants) and (iii) all reasonable costs of any investigation,
            litigation or subpoena arising out of the transactions contemplated
            hereby or any Acquisition; and

      (b)   after a Default has occurred and whilst it is continuing, on demand,
            all reasonable expenses (including legal and out-of-pocket expenses)
            incurred by any of the Finance Parties in contemplation of, or
            otherwise in connection with, the enforcement or attempted
            enforcement of, or preservation or attempted preservation of any
            rights under, any of the Finance Documents, or otherwise in respect
            of the recovery, or attempted recovery, of moneys owing under the
            same.

7.4   VALUE ADDED TAX

      All fees and expenses payable pursuant to clause 5 and this clause 7 shall
      be paid together with an amount equal to any value added tax thereon
      payable by any of the Finance Parties in respect of such fees and
      expenses. Any value added tax chargeable in respect of any services
      supplied by any Finance Party under any of the Finance Documents shall, on
      delivery of a value added tax invoice, be paid in addition to any sum
      agreed to be paid under any of the Finance Documents.

7.5   STAMP AND OTHER DUTIES

      The Borrower shall pay all stamp, documentary, registration, notarisation
      or other duties or Taxes (including any duties or Taxes payable by, or
      assessed on, the Finance Parties) imposed on or in connection with the
      negotiation, preparation and execution of any of the Finance Documents and
      shall indemnify the Finance Parties against any liability arising by
      reason of any delay or omission by the Borrower to pay such duties or
      Taxes.

                                       34
<PAGE>

8.    PAYMENTS AND TAXES; ACCOUNTS AND CALCULATIONS

8.1   NO SET-OFF OR COUNTERCLAIM; DISTRIBUTION TO THE BANKS

      All payments to be made by the Borrower under this Agreement shall be made
      in full, without any set-off or counterclaim whatsoever and, subject as
      provided in clause 8.5, free and clear of any deductions or withholdings,
      in the currency in which payment is due on the due date to the account of
      the Agent at such bank in such place as the Agent may from time to time
      specify for this purpose, in the case of Sterling, in immediately
      available funds, and, in any other case, in such funds as may be generally
      accepted for settlement of transactions of this kind. Save where this
      Agreement provides for a payment to be made for the account of a
      particular Finance Party, in which case the Agent shall distribute the
      relevant payment to the relevant Finance Party concerned, payments to be
      made by the Borrower under this Agreement shall be for the account of all
      the Banks and the Agent shall forthwith distribute such payments in like
      funds as are received by the Agent to the Banks rateably in accordance
      with their Commitments or Contributions, as the case may be. Such
      distribution by the Agent shall be good discharge to the Borrower.

8.2   PAYMENTS BY THE BANKS

      All sums to be advanced by the Banks to the Borrower under this Agreement
      shall be remitted, in the case of Sterling, in immediately available funds
      and, in any other case, in such funds as may be generally accepted for
      settlement of transactions of this kind on the relevant Drawdown Date to
      the account of the Agent at such bank as the Agent may have notified to
      the Banks and shall be applied in accordance with the irrevocable
      instructions contained in clause 4.1(c) and otherwise be paid by the Agent
      on such date in like funds as are received by the Agent to the account of
      the Borrower specified in the relevant Drawdown Notice.

8.3   NON-BANKING DAYS

      When any payment under this Agreement would otherwise be due on a day
      which is not a Banking Day, the due date for payment shall be postponed to
      the next following Banking Day unless such Banking Day falls in the next
      calendar month in which case payment shall be made on the immediately
      preceding Banking Day.

8.4   AGENT MAY ASSUME RECEIPT

      Where any sum is to be paid under this Agreement to the Agent for the
      account of another person, the Agent may (unless a notice is received by
      it to the contrary prior to the time the relevant payment was expected to
      be made) assume that the payment will be made when due and may (but shall
      not be obliged to) make such sum available to the person so entitled. If
      it proves to be the case that such payment was not made to the Agent, then
      the person to whom such sum was so made available shall on request refund
      such sum to the Agent together with interest thereon sufficient to
      compensate the Agent for the cost of making available such sum up to the
      date of such repayment and the person by whom such sum was payable shall
      indemnify the Agent for any and all loss or expense which the Agent may
      sustain or incur as a consequence of such sum not having been paid on its
      due date.

8.5   GROSSING-UP FOR TAXES

      If at any time the Borrower is required by law or regulation to make any
      deduction or withholding in respect of Taxes from any payment due under
      this Agreement or any of the Borrower Security Documents for the account
      of any Finance Party (or if the Agent, or as the case may be, the Security
      Agent is required to make any such deduction or withholding from

                                       35
<PAGE>

      a payment to a Finance Party), the sum due from the Borrower in respect of
      such payment shall, subject to clause 8.6, be increased to the extent
      necessary to ensure that, after the making of such deduction or
      withholding, each Finance Party receives on the due date for such payment
      (and retains, free from any liability in respect of such deduction or
      withholding) a net sum equal to the sum which it would have received had
      no such deduction or withholding been required to be made and the Borrower
      shall indemnify each Finance Party against any losses or costs incurred by
      any of them by reason of any failure of the Borrower to make any such
      deduction or withholding or by reason of any increased payment not being
      made on the due date for such payment. The Borrower shall as promptly as
      possible deliver to the Agent copies of any receipts, certificates or
      other reasonable proof evidencing the amounts (if any) paid or payable in
      respect of any such deduction or withholding. The obligation of the
      Borrower to make any increased payment under this clause 8.5 shall survive
      termination of this Agreement for a period of nine months after such
      termination.

8.6   QUALIFYING BANKS

      Each Bank agrees promptly to notify the Agent and the Borrower if it is
      not or ceases to be a Qualifying Bank. If any Bank is not or ceases to be
      a Qualifying Bank, then (save in circumstances where such Bank ceases to
      be a Qualifying Bank by reason of any change in law, regulation or double
      taxation treaty or in its application or interpretation, in each case
      taking effect after the date of this Agreement or the date such Bank
      becomes a party to this Agreement, if later) the Borrower shall not be
      liable to pay to that Bank under clause 8.5 any sum in excess of the sum
      it would have been obliged to pay if that Bank had been, or had not ceased
      to be, a Qualifying Bank.

      Each Bank agrees that it will, as soon as is reasonably practicable after
      the date of this Agreement, or, if later, the date on which such Bank
      becomes a party to this Agreement, complete and file with the Taxation
      authority of the country in which it is resident for the purposes of
      Taxation, such forms (if any) which will enable interest to be paid
      without withholding or deduction for or on account of Taxes of the United
      Kingdom, and that, if such forms are returned to such Bank by its Taxation
      authority, it will, as soon as reasonably practicable thereafter, file
      such forms with the Inland Revenue.

8.7   CLAW-BACK OF TAX BENEFIT

      If, following any such deduction or withholding as is referred to in
      clause 8.5 any Finance Party shall receive or be granted a credit against
      or remission for any Taxes payable by it, such Finance Party shall,
      subject to the Borrower having made any increased payment in accordance
      with clause 8.5 and to the extent that such Finance Party can do so
      without prejudicing the retention of the amount of such credit or
      remission and without prejudice to the right of such Finance Party to
      obtain any other relief or allowance which may be available to it,
      reimburse the Borrower with such amount as such Finance Party shall in its
      absolute discretion certify to be the proportion of such credit or
      remission as will leave such Finance Party (after such reimbursement) in
      no worse position than it would have been in had there been no such
      deduction or withholding from the payment by the Borrower as aforesaid.
      Such reimbursement shall be made forthwith upon such Finance Party
      certifying that the amount of such credit or remission has been received
      by it. Nothing contained in this Agreement shall oblige any Finance Party
      to investigate whether a Tax credit is payable, rearrange its tax affairs
      or to disclose any information regarding its tax affairs and computations.
      Without prejudice to the generality of the foregoing, the Borrower shall
      not, by virtue of this clause 8.7, be entitled to enquire about any
      Finance Party's tax affairs.

                                       36
<PAGE>

8.8   BANK ACCOUNTS

      Each Bank shall maintain, in accordance with its usual practices, an
      account or accounts evidencing the amounts from time to time lent by,
      owing to and paid to it under this Agreement or any of the Borrower
      Security Documents. The Agent shall maintain a control account showing the
      utilisation of the Facility, including (separately) other sums owing by
      the Borrower under this Agreement and all payments in respect thereof made
      by the Borrower from time to time. The control account shall, in the
      absence of manifest error, be conclusive evidence as to the amount from
      time to time owing by the Borrower under this Agreement.

8.9   PARTIAL PAYMENTS

      If, (I) on any date on which a payment is due to be made by the Borrower
      under this Agreement, the amount received by the Agent from the Borrower
      falls short of the total amount of the payment due to be made by the
      Borrower on such date or (ii) on any date on which the Agent receives any
      payment from the Security Agent or otherwise receives any amount
      representing proceeds of realisations or other recoveries under any of the
      Security Documents, the amount of such payment or other receipt falls
      short of the total amount owing to the Finance Parties under this
      Agreement on such date then (in any such case), without prejudice to any
      rights or remedies available to the Finance Parties under any of the
      Finance Documents, the Agent shall apply the amount actually received by
      it in or towards discharge of the obligations of the Borrower under this
      Agreement in the following order, notwithstanding any appropriation made,
      or purported to be made, by the Borrower:

      (a)   first, in or towards payment, on a pro-rata basis, of any unpaid
            costs and expenses (ignoring any fees payable under clause 7.1(a) or
            (b)) of the Agent, Security Agent, Arranger or Underwriter under
            this Agreement;

      (b)   secondly, in or towards payment to the Finance Parties, on a
            pro-rata basis, of any amount owing to the Finance Parties under
            clause 16.12;

      (c)   thirdly, in or towards payment to the Arranger of any portion of the
            arrangement fee payable under clause 7.1(a) which remains unpaid;


      (d)   fourthly, in or towards payment to the Agent of any portion of the
            agency fee payable under clause 7.1(b) which remains unpaid;

      (e)   fifthly, in or towards payment to the Finance Parties, on a pro-rata
            basis, of any accrued commitment commission payable under clause 7.2
            which shall have become due but remains unpaid;

      (f)   sixthly, in or towards payment to the Finance Parties, on a pro-rata
            basis, of any accrued interest which shall have become due but
            remain unpaid, but so that any amount payable by virtue of clause
            8.5 shall be excluded;

      (g)   seventhly, in or towards payment to the Finance Parties, on a
            pro-rata basis, of any principal payable to the Finance Parties
            which shall have become due but remains unpaid;

      (h)   eighthly, in or towards payment to any such Finance Parties, on a
            pro-rata basis, of any amount payable to any Finance Parties by
            virtue of clause 8.5 which remains unpaid; and

                                       37
<PAGE>

      (i)   ninthly, in or towards payment of any other sum which shall have
            become due but remains unpaid (and, if more than one such sum so
            remains unpaid, on a pro-rata basis).

      Each reference in clauses 8.9(a) to (e) (inclusive) to a category of
      unpaid sums shall include interest thereon payable in accordance with this
      Agreement (including, without limitation, default interest under clause
      5.2). Accordingly, clause 8.9(f) shall be construed as referring to
      interest on principal and accrued interest thereon which remains unpaid to
      the extent due.

      The order of application set out in clauses 8.9(e) to 8.9(i) shall be
      varied by the Agent if the Majority Banks so direct, without any reference
      to, or consent or approval from, the Borrower.

8.10  CALCULATIONS

      All interest and other payments of an annual nature under this Agreement
      or any of the Borrower Security Documents shall accrue from day to day and
      be calculated on the basis of actual days elapsed and (in the case of
      Sterling) a 365 day year and (in the case of currencies other than
      Sterling) a 360 day year (or as is otherwise the relevant interbank market
      custom in respect of any such currency). In calculating the actual number
      of days elapsed in a period which is one of a series of consecutive
      periods with no interval between them or a period on the last day of which
      any payment falls to be made in respect of such period, the first day of
      such period shall be included but the last day excluded.

8.11  CERTIFICATES CONCLUSIVE

      Any certificate of, or determination by, a Finance Party as to any rate of
      interest or any other amount payable under, or otherwise to be determined
      under, this Agreement or any of the Borrower Security Documents shall, in
      the absence of manifest error, be conclusive and binding on the Borrower
      and (in the case of a certificate of or determination by the Agent) on the
      Banks.

8.12  EFFECT OF EUROPEAN MONETARY UNION

      If the United Kingdom participates in Economic and Monetary Union in
      accordance with Article 109j of the Treaty on European Union, then:

      (a)   if, and at any time while, Sterling and the euro are at the same
            time recognised by the Bank of England as the lawful currency of the
            United Kingdom, any amount expressed to be payable under this
            Agreement in Sterling shall be paid in Sterling or in euro as (i)
            the Agent may (in the case of any amount payable by the Banks) by
            not less than three Banking Days' notice to the Borrower and the
            Banks to that effect elect or (ii) the Borrower may (in the case of
            any amount payable by the Borrower) by not less than three Banking
            Days notice to the Agent to that effect elect;

      (b)   any amount so elected to be paid in euro shall be converted from
            Sterling at the rate stipulated pursuant to Article 109l(4) of the
            Treaty and payment of the amount in euro derived from such
            conversion shall discharge the obligation of the relevant party to
            pay Sterling; and

      (c)   the Agent, the Borrower and the Banks shall consult to consider what
            (if any) changes are required to be made to this Agreement to (i)
            take account of the participation of the United Kingdom in monetary
            union and/or (ii) reflect any consequential changes in market
            practice (including, without limitation, the settlement of or
            rounding of

                                       38
<PAGE>

            obligations and the calculation of interest). If, after such
            consultation, the Agent (acting on the instructions of the Majority
            Banks) reasonably and in good faith considers that any such
            amendments are required, the Agent shall notify the Borrower and the
            Banks of the amendments which it considers to be necessary and,
            notwithstanding clause 16.11, shall be entitled to make such
            amendments as to put the parties in the same position as if
            participation had not occurred.

      Any amendment so made to this Agreement by the Agent shall be promptly
      notified to the Banks, the Arrangers and the Borrower by the Agent and
      shall be binding on all the parties to this Agreement.

9.    REPRESENTATIONS AND WARRANTIES

9.1   REPEATING REPRESENTATIONS AND WARRANTIES

      The Borrower represents and warrants (subject to the qualifications and
      reservations set out in the Legal Opinions (other than those relating to
      factual matters) and matters fairly and specifically disclosed by the
      Reports (as defined in the Senior Facilities Agreement)) to each Finance
      Party in respect of itself, Premier Holdings, and each other member of the
      Group that:

      (a)   Due incorporation: it, the other members of the Group from time to
            time and Premier Holdings are duly incorporated and validly existing
            under the laws of the respective jurisdictions of their
            incorporation and have power to carry on their respective businesses
            as they are now being conducted and to own their respective property
            and other assets;

      (b)   Corporate power: it, the other members of the Charging Group and
            Premier Holdings have power to execute, deliver and perform their
            respective obligations under each of the Finance Documents to which
            they are parties and (in the case of the Borrower) to borrow the
            Commitments; all necessary corporate, shareholder and other action
            has been taken to authorise the execution, delivery and performance
            of the same and no limitation on the powers of the Borrower to
            borrow will be exceeded as a result of any transaction under any of
            the Credit Documents and no limitation on any of their respective
            powers to give guarantees and/or to create security will be exceeded
            as a result of the execution and delivery of any of the Security
            Documents;

      (c)   Binding obligations: (i) each of the Finance Documents when executed
            and delivered by it and/or any other member of the Charging Group
            and/or Premier Holdings, as the case may be, will constitute, valid,
            legally binding and enforceable obligations of it and all other
            members of the Charging Group and Premier Holdings in accordance
            with their respective terms and, in the case of the Security
            Documents, create the security interests purported to be created
            thereby and (ii) it is not necessary, to ensure the legality,
            validity, enforceability or admissibility in evidence of any of the
            Finance Documents that they or any other instrument be notarised,
            filed, recorded, registered or enrolled in any court, public office
            or elsewhere in the jurisdiction(s) of incorporation of the
            member(s) of the Group party thereto or, as the case may be, Premier
            Holdings or that any stamp, registration or similar tax or charge be
            paid in such jurisdictions on or in relation to the Finance
            Documents and the Finance Documents are in proper form for their
            enforcement in the courts of such jurisdictions;

      (d)   No conflict with other obligations: the execution and delivery of,
            the performance of its obligations under, and compliance with the
            provisions of, the Finance Documents

                                       39
<PAGE>

            by it and all other members of the Charging Group and Premier
            Holdings will not (i) contravene any existing applicable law,
            statute, rule or regulation or any judgment, decree or permit to
            which any of them are subject, (ii) conflict with, or result in any
            breach of any of the terms of, or constitute a default under, any
            agreement or other instrument to which any of them are a party or
            are subject or by which any of their property is bound to the extent
            that such conflict or breach would have, or would be reasonably
            likely to have, a Material Adverse Effect, (iii) contravene or
            conflict with any provision of their respective Memorandum or
            Articles of Association or, as the case may be, other relevant
            incorporation documents or by-laws or (iv) result, other than
            pursuant to the provisions of any of the Finance Documents, in the
            creation or imposition of, or oblige any member of the Group or
            Premier Holdings to create, any Encumbrance (save for a Permitted
            Encumbrance) on any member of the Group's assets, rights or
            revenues;

      (e)   Choice of law: the choice by the Borrower and the Charging Group
            members and Premier Holdings (as appropriate) of English law or, as
            the case may be, any other law as expressly set out in the relevant
            Finance Document to govern each of the Finance Documents which are
            expressed to be governed by English law or such other law, as the
            case may be, and the submissions to jurisdictions by the Borrower
            and the Charging Group members and Premier Holdings contained in the
            Finance Documents are valid and binding in all material respects;

      (f)   Audited financial statements: the then latest audited financial
            statements delivered to the Agent under clause 10.1(b)(i) have been
            prepared in accordance with the Appropriate Accounting Principles
            which have been consistently applied and present fairly and
            accurately the financial position of the Borrower, the consolidated
            financial position of the Group, Premier Holdings and Newco 1
            respectively as at the date to which such financial statements were
            made up and the results of the operations of the Borrower, the
            Group, Premier Holdings and Newco 1 respectively for the financial
            year ended on such date and, as at such date, neither the Borrower
            nor any of the other members of the Group nor Premier Holdings nor
            Newco 1 had any significant liabilities (contingent or otherwise) or
            any unrealised or anticipated losses which are not disclosed by, or
            reserved against in, such financial statements (or the notes
            thereto) to the extent required by the Appropriate Accounting
            Principles; and

      (g)   Material adverse change: since 31 December, 2001 there has been no
            development or event which has had or could reasonably be expected
            to have a Material Adverse Effect.

9.2   NON-REPEATING REPRESENTATIONS AND WARRANTIES

      The Borrower further represents and warrants to each of the Finance
      Parties (subject to the qualifications and reservations set out in the
      Legal Opinions (other than those relating to factual matters) and the
      matters fairly and specifically disclosed by the Reports (as defined in
      the Senior Facilities Agreement)) that:

      (a)   Historic financial statements: (i) the audited consolidated
            financial statements of the Group for the financial year ended 31
            December, 2002 have been prepared in accordance with generally
            accepted accounting principles and practices in the United Kingdom
            which have been consistently applied and present fairly and
            accurately the consolidated financial position of the Group as at
            the date down to and as of which such statements were prepared and
            the consolidated results of the operations of the Group for the
            period to which such statements relate; and (ii) as at 31 December,

                                       40
<PAGE>

            2002, the Group did not have any significant liabilities (contingent
            or otherwise) or any significant unrealised anticipated losses which
            are not disclosed by, or reserved against in, such financial
            statements (or the notes thereto);

      (b)   Information Package: all factual information concerning Hicks Muse,
            the Acquisition Parties, Premier Holdings, each member of the Group
            and their Affiliates and the transactions contemplated by this
            Agreement (other than information of a general economic nature) that
            has been or will be made available to any of the Finance Parties by
            any Acquisition Party or any of their authorised representatives in
            relation to this Agreement when taken as a whole is or will be, when
            furnished, complete and correct in all material respects and does
            not or will not, when furnished, contain any untrue statement of a
            material fact or omit to state a material fact necessary in order to
            make the statements contained therein not materially misleading in
            light of the circumstances under which such statements were or are
            made;

      (c)   Group and Acquisition Parties: (i) the details of the Group set out
            in Schedules ERROR! REFERENCE SOURCE NOT FOUND. and 7 are accurate
            in all material respects and no member of the Group has any
            ownership interest in any person other than as set out therein, (ii)
            Premier Holdings has no ownership interest in any person other than
            as set out in such Schedules, (iii) Newco 1 has no ownership
            interest in any person other than the Borrower and (iv) UK Topco has
            no ownership interest in any person other than Premier Holdings, its
            wholly-owned direct Subsidiary;

      (d)   Consents etc. relating to the Finance Documents: every consent,
            authorisation, licence or approval or filing, notarisation or
            registration required to ensure compliance by the Borrower with
            clause 10.2(b) has been obtained or made and will be in full force
            and effect and there will have been no default in the observance of
            the conditions or restrictions (if any) imposed in, or in connection
            with, any of the same;

      (e)   Compliance with consents etc relating to the business of the Group:
            (i) the business of the Group has been conducted in all material
            respects in accordance with all applicable laws and regulations in
            each of the jurisdictions in which it is carried on and there is no
            decree or judgment of any Government Entity of any of such
            jurisdictions outstanding against any member of the Group except to
            the extent that any non compliance or decree or judgment would not
            be reasonably likely to have a Material Adverse Effect and (ii)
            every material consent, authorisation, licence or approval required
            by the Group to ensure compliance by the Borrower with clause
            10.2(c) in respect of the business carried on by the Group at the
            date of this Agreement has been obtained or made and is in full
            force and effect and there has been no default in the observance of
            the conditions or restrictions (if any) imposed in, or in connection
            with, any of the same except to the extent any failure to obtain or
            make or maintain in full force and effect or default would not be
            reasonably likely to have a Material Adverse Effect;

      (f)   No share options etc: there are no agreements in force or corporate
            resolutions passed which call for the present or future issue or
            allotment of, or grant to any person the right (whether conditional
            or otherwise) to call for the issue or allotment of, any share or
            loan capital of any member of the Group (including any option or
            right of pre-emption or conversion) (other than in favour of another
            member of the Group where such other member of the Group may not
            transfer or renounce such rights to or in favour of a person who or
            which is not a member of the Group);

                                       41
<PAGE>

      (g)   No Taxes: on the basis that all of the Banks are Qualifying Banks,
            no Taxes are imposed by withholding or otherwise on any payment to
            be made by the Borrower under this Agreement or any of the Borrower
            Security Documents or are imposed on or by virtue of the execution
            or delivery by the Borrower of this Agreement or any of the Borrower
            Security Documents or any document or instrument to be executed or
            delivered under this Agreement or any of the Borrower Security
            Documents;

      (h)   Litigation/labour disputes: no litigation, alternative dispute
            resolution, arbitration or administration proceeding is taking place
            or, to the knowledge of the officers of any Acquisition Party,
            threatened against any Acquisition Party or any other member of the
            Group and no labour disputes involving any member of the Group are
            current or threatened, to the knowledge of the officers of any
            Acquisition Party or any other member of the Group in each case to
            the extent that the same would be reasonably likely to have a
            Material Adverse Effect;

      (i)   Environmental matters: (i) the Borrower is in compliance with its
            undertaking set out in clause 10.2(j) in respect of all members of
            the Group, (ii) no member of the Group has received notice of any
            Environmental Claim and no member of the Group is not in compliance
            with any Environmental Law or any Environmental Approval to the
            extent that the same would be reasonably likely to have a Material
            Adverse Effect and (iii) there is no Environmental Claim pending or
            threatened against any member of the Group which, if adversely
            determined, would be reasonably likely to have a Material Adverse
            Effect;

      (j)   No Default: no Default has occurred and is continuing and no member
            of the Group is in breach of or in default under any agreement to
            which it is a party or which is binding on it or any of its assets
            to an extent or in a manner which could reasonably be expected to
            have a Material Adverse Effect; and

      (k)   Intellectual Property Rights:

            (i)   each member of the Group owns or has licensed to it on arm's
                  length commercial terms all the Intellectual Property Rights
                  which are required by it in order for it to carry on its
                  business as it is being conducted at the date of this
                  Agreement and to the Acquisition Parties' knowledge none of
                  the members of the Group have infringed any Intellectual
                  Property Rights of any third party in any material respect to
                  the extent that the same would have or would be reasonably
                  likely to have a Material Adverse Effect;

            (ii)  each member of the Group has taken all reasonable actions
                  (including payment of fees) required to maintain in full force
                  and effect and to preserve its ability to enforce any
                  registered Intellectual Property Rights owned by or licensed
                  to it except to the extent any failure to take such action
                  would not be reasonably likely to have a Material Adverse
                  Effect. There has been no material infringement or threatened
                  infringement by any person of any Intellectual Property Rights
                  owned by or licensed to any member of the Group to the extent
                  that the same would be reasonably likely to have a Material
                  Adverse Effect;

            (iii) no event or circumstance has occurred which has or could give
                  rise to the termination of or materially adversely affect the
                  rights of any member of the Group under or in relation to any
                  agreement or arrangement relating to any Intellectual Property
                  Rights to which any of them is a party including

                                       42
<PAGE>

                  (without limit) any licence to any of them to the extent that
                  the same would be reasonably likely to have a Material Adverse
                  Effect; and

            (iv)  to the Acquisition Parties' knowledge no disclosure has been
                  or will be made of any trade secret used or required in
                  relation to the business of any member of the Group other than
                  under enforceable confidentiality undertakings and each member
                  of the Group will take all necessary steps (including legal
                  proceedings) to enforce the confidentiality of and prevent any
                  improper use of the same other than where any failure to do so
                  would not be reasonably likely to have a Material Adverse
                  Effect.

9.3   FURTHER REPEATING REPRESENTATIONS AND WARRANTIES

      The Borrower further represents and warrants to each of the Finance
      Parties, in relation to each Acquisition (subject to the qualifications
      and reservations set out in the Legal Opinions (other than those relating
      to factual matters) and the matters fairly and specifically disclosed by
      the Reports) that:

      (a)   Information Package: all financial projections, financial models and
            business plans which have been or will be prepared by the Borrower
            or any of its authorised representatives and have been or will be
            made available to any Finance Party or prospective Finance Party
            have been or will be prepared in good faith based upon assumptions
            which were believed to be reasonable at the time prepared;

      (b)   Copies of documents to be true and accurate: the copies of the
            Transaction Documents and the other relevant incorporation and
            constitutional documents or by-laws of it and all other Obligors
            delivered to the Agent pursuant to clause 3.1 are true, complete and
            accurate in all material respects and have not been amended, varied
            or supplemented in any way and, save as otherwise referred to
            therein, no other agreements, arrangements or understandings exist
            between any member of the Group or any member of the HMTF Group and
            all or any of the parties to those agreements and instruments which
            would materially affect the transactions or arrangements
            contemplated by the Transaction Documents and/or the forecasts,
            projections and/or estimates contained or referred to in the
            relevant Financial Model and the relevant Accountant's Report;

      (c)   Group and Acquisition Parties: the details of the Group set out in
            the group structure chart to be delivered to the Agent in accordance
            with Part 2 of Schedule 3 are accurate in all material respects and
            no member of the Group has any ownership interest in any person
            other than as set out therein; and

      (d)   No Borrowed Money or Encumbrances: (i) none of the members of the
            Group will have any liabilities in respect of Borrowed Money other
            than as permitted under clause 10.6(c) and (ii) no Encumbrances
            (other than Permitted Encumbrances) will exist over the assets and
            undertaking of any member of the Group.

9.4   REPETITION

      The representations and warranties in clauses 9.1, 9.2 and 9.3 shall be
      deemed to be repeated on and as of the first Drawdown Date and, in the
      case of clauses 9.1 (other than clause 9.1(e)) and (in respect of the then
      proposed Acquisition and the Advance proposed to be made to assist in the
      funding of that Acquisition) 9.3, each subsequent Drawdown Date and, in
      the case of clause 9.1 (other than clause 9.1(e)) only, on each Interest
      Payment Date, as if made with reference to the facts and circumstances
      existing on each such date.

                                       43
<PAGE>

10.   UNDERTAKINGS

10.1  INFORMATION UNDERTAKINGS

      The Borrower undertakes with each of the Finance Parties that, throughout
      the Finance Period:

      (a)   PREPARATION OF FINANCIAL STATEMENTS:

            (i)   ANNUAL AUDITED FINANCIAL STATEMENTS: it will prepare (A)
                  unconsolidated financial statements in respect of itself (and
                  will procure that Premier Holdings and Newco 1 prepare
                  unconsolidated financial statements in respect of themselves),
                  and (B) consolidated financial statements in respect of the
                  Group in accordance with the Appropriate Accounting Principles
                  (consistently applied) in respect of each financial year and
                  cause the same to be reported on by the Auditors; and

            (ii)  UNAUDITED MANAGEMENT ACCOUNTS: it will prepare management
                  accounts in respect of itself and unaudited consolidated
                  management accounts in respect of (x) the Group and (y) each
                  of the principal operating divisions within the Group (while
                  operated as separate divisions), in each case in accordance
                  with the Appropriate Accounting Principles (consistently
                  applied) in respect of each successive month and each Quarter
                  in such form as may be specified or agreed by the Agent from
                  time to time and including, without limitation in respect of
                  each such month or, as the case may be, Quarter:

                  (A)   a consolidated cashflow statement and profit and loss
                        account for (I) such period and (II) the financial year
                        to date and (III) in the case of each Quarter, whatever
                        periods or rolling twelve month periods are relevant to
                        the calculations of the Financial Definitions for the
                        Financial Covenants;

                  (B)   a consolidated balance sheet as at the end of such
                        period; and

                  (C)   a comparison of all relevant results with the relevant
                        Annual Budget and a brief commentary from the chief
                        executive officer, finance director or treasurer on any
                        significant adverse variations and any material Capital
                        Expenditure;

      (b)   DELIVERY OF FINANCIAL STATEMENTS: it will deliver to the Agent, for
            distribution to the Banks, sufficient copies for all the Banks of
            each of the following documents:

            (i)   ANNUAL AUDITED FINANCIAL STATEMENTS: at the time of issue
                  thereof (or promptly thereafter) to the shareholders of the
                  Borrower (or the shareholders of Premier Holdings or Newco 1)
                  but in any event not later than 120 days after the end of the
                  financial year to which they relate, the audited financial
                  statements referred to in clause 10.1(a)(i) for each financial
                  year together, in each case, with the report of the Auditors
                  thereon, the notes thereto, the directors' report thereon and
                  the certificate referred to in clause 10.1(b)(iv);

            (ii)  UNAUDITED MANAGEMENT ACCOUNTS: (A) within 30 days after the
                  end of each month which is not the last month in a Quarter,
                  and (B) within 45 days after the end of each Quarter
                  management accounts for the Group in respect of such month
                  and, as the case may be, such Quarter prepared in accordance

                                       44
<PAGE>

                  with the requirements of clause 10.1(a)(ii) together with the
                  certificate referred to in clause 10.1(b)(iii);

            (iii) DIRECTORS' COMPLIANCE CERTIFICATES: at the time of the
                  delivery of the annual audited financial statements for each
                  financial year and at the time of delivery of the unaudited
                  management accounts for each Quarter as at the end of which
                  the Financial Covenants are to be tested and in each case as
                  at the end of such financial year or Quarter a certificate of
                  the Borrower signed by its finance director, chief executive
                  officer or treasurer at the time stating:

                  (A)   the respective amounts of the Financial Definitions in
                        respect of or, as the case may be, as at the end of the
                        relevant period specified in the Financial Covenants and
                        the calculations pursuant to clause 10.2(f)(ii);

                  (B)   the application of the respective amounts of the
                        Financial Definitions to the Financial Covenants and
                        confirming that, as at the date to which the relevant
                        financial statements or, as the case may be, management
                        accounts are made up, the Borrower was in compliance
                        with the Financial Covenants and clause 10.2(f)(ii) (or,
                        if not, in each case indicating the extent of the breach
                        and the steps intended to be taken to remedy the same)
                        and that, as at the date of the certificate (being a
                        date not more than seven days prior to the delivery of
                        the certificate), no Default has occurred and is
                        continuing (or, if such is not the case, specifying the
                        same); and

                  (C)   that, to the best of its knowledge and belief, there has
                        been no material dispute or default (or warranty breach)
                        under the Transaction Documents or the Senior Facilities
                        Agreement or, if there is, the nature of the same,

                  Provided that the Agent may consult with the Auditors in
                  respect of any certificate delivered under this clause
                  10.1(b)(iii) and, if reasonable grounds exist for believing
                  that any such certificate was not correct when delivered with
                  the result that a breach of the relevant Financial Covenant
                  arises (and after consultation with the Borrower which shall
                  include good faith discussions between the Borrower and the
                  Agent to resolve the Finance Parties' concerns) require them
                  to give a written opinion to the Agent on such certificate
                  (the cost of one such requested opinion in any financial year
                  to be borne by the Borrower);

            (iv)  ANNUAL AUDITORS' REPORT: at the time of delivery of the annual
                  audited financial statements a report from the Auditors (in
                  the form of Schedule 9 or such other form which is acceptable
                  to the Agent (acting reasonably) and which can be relied upon
                  by the Agent (for itself and the other Finance Parties))
                  stating:

                  (A)   the respective Financial Definitions in respect of or,
                        as the case may be, as at the end of the relevant period
                        specified in the Financial Covenants and indicating the
                        manner in which such amounts have been calculated;

                  (B)   the application of the respective amounts of such
                        Financial Definitions to the Financial Covenants and
                        confirming that, as at the

                                       45
<PAGE>

                         date at or to which the relevant financial statements
                         are made up, the Borrower was in compliance with the
                         Financial Covenants (or, if not, indicating the extent
                         of any non-compliance); and

                   (C)   which members of the Group are Material Entities and
                         whether the Borrower is in compliance with clause
                         10.2(f)(ii) as at the date of such certificate.

                   Such reports shall (in the absence of manifest error) be
                   conclusive as to matters contained in them;

            (v)    ANNUAL BUDGET: (A) as soon as practicable after approval by
                   the Board of Directors of the Borrower but in any event not
                   later than 45 days after the beginning of each financial
                   year, the Annual Budget for such financial year and (B) as
                   soon as practicable after its approval by the Board of
                   Directors of the Borrower, any revision to such Annual
                   Budget;

            (vi)   REPORTS AND NOTICES TO SHAREHOLDERS AND CREDITORS: at the
                   time of issue by any Acquisition Party or any member of the
                   Group thereof, (A) every report, circular, notice or like
                   document issued to its shareholders which it is required to
                   issue by applicable law or regulation, (B) every formal
                   notice issued to its creditors generally or to the holders of
                   the High Yield Bonds and (z) every notice convening a meeting
                   of the shareholders or any class of the shareholders of any
                   Acquisition Party or any member of the Group;

            (vii)  EQUITY PERMITTED PAYMENTS: notify the Agent of each Equity
                   Permitted Payment in excess of (pound)250,000 proposed to be
                   made not later than the fifth Banking Day prior to the date
                   on which such payment is intended to be made; and

            (viii) FURTHER INFORMATION: promptly upon request, such further
                   information concerning the financial position of any
                   Acquisition Party or the Group (or any member of it) as the
                   Agent shall reasonably require;

      (c)   NOTICE OF DEFAULT: it will promptly upon becoming aware of the same
            inform the Agent of (i) any occurrence of which it becomes aware
            which could reasonably be expected to have a Material Adverse Effect
            and (ii) any Default;

      (d)   NOTICE OF LITIGATION/LABOUR DISPUTES: it will, upon becoming aware
            that the same is threatened and in any case promptly after the
            commencement thereof, give to the Agent notice in writing of any
            litigation, alternative dispute resolution, arbitration or
            administrative proceedings, any labour dispute or any other dispute
            affecting any member of the Group or any of their respective assets,
            rights or revenues which if adversely determined would be reasonably
            likely to have a Material Adverse Effect; and

      (e)   ENVIRONMENTAL CLAIMS: it will, and will procure that the other
            members of the Group will, as promptly as possible upon receipt of
            formal written notice of the same, inform the Agent of any
            Environmental Claim which has been made or threatened by formal
            written notice against any member of the Group or any of the
            officers of any member of the Group in their capacity as such or any
            requirement by any Environmental Licence or applicable Environmental
            Law to make any material investment or expenditure or take or desist
            from taking any action in each case where such Environmental Claim
            or any such failure to invest or incur expenditure or take

                                       46
<PAGE>

            or desist from taking any action, or the making of such investment
            or expenditure, would be reasonably likely to have a Material
            Adverse Effect.

10.2  GENERAL UNDERTAKINGS

      The Borrower undertakes with each of the Finance Parties that, throughout
      the Finance Period:


      (a)   USE OF PROCEEDS: it will use the proceeds of Advances exclusively
            for the purposes specified in clause 2;

      (b)   CONSENTS ETC RELATING TO THE FINANCE DOCUMENTS: it will (and will
            procure the same in respect of all other members of the Group),
            without prejudice to clauses 3.1 and 3.2, obtain or cause to be
            obtained, maintain in full force and effect and comply in all
            material respects with the conditions and restrictions (if any)
            imposed in, or in connection with, every consent, authorisation,
            licence or approval of any Government Entity and do, or cause to be
            done, all other acts and things which may from time to time be
            necessary under applicable law, in each case for the continued due
            performance of all its (or the other members of the Group's)
            obligations under the Finance Documents except for consents,
            approvals, licences or authorisations where the failure to obtain or
            comply with the same would not be reasonably likely to have a
            Material Adverse Effect;

      (c)   COMPLIANCE WITH CONSENTS ETC RELATING TO THE BUSINESS OF THE GROUP:
            it will comply, and shall procure that all other members of the
            Group comply, in all material respects with the terms and conditions
            of all laws, regulations, agreements, licences and concessions
            material to the carrying on of the business of any member of the
            Group as it is being carried on at the date of this Agreement except
            to the extent that any non compliance would not be reasonably be
            likely to have a Material Adverse Effect;

      (d)   TAX RETURNS: it will, and will procure that each other member of the
            Group will, file or cause to be filed all material tax returns
            required to be filed in all jurisdictions in which it is situated or
            carries on business or is otherwise subject to Taxation prior to
            penalties being incurred and pay all material Taxes shown to be due
            and payable on such returns or any assessments made against it prior
            to penalties being incurred (other than those being contested in
            good faith and where such payment may be lawfully withheld);

      (e)   PENSION SCHEMES: it will ensure that the levels of contribution to
            the pension schemes for the time being operated by the Group are and
            continue to be sufficient to comply with all material obligations of
            the Group whether under such schemes or generally at law;

      (f)   GUARANTEES AND SECURITY FROM SUBSIDIARIES: (without prejudice to
            clause 10.6(s)) it will procure, unless and to the extent that such
            execution and delivery and granting of security would be unavoidably
            unlawful or is prohibited by statute or beyond the corporate power
            of the company or corporation concerned (and then only if such
            corporate power cannot be modified or extended to allow such
            execution, delivery and granting of security) or would be reasonably
            likely to result in the directors of the company or corporation
            concerned incurring actual personal liabilities:

            (i)   that documentation, in form and substance reasonably
                  satisfactory to the Agent, supplemental to and/or
                  incorporating provisions substantially the

                                       47
<PAGE>

                  same as the Group Debenture and/or such other Security
                  Documents and such ancillary documentation as the Agent may
                  require (acting reasonably) shall be executed and delivered to
                  the Agent by any member of the Group which is a Material
                  Entity and which is not a Charging Subsidiary (in each case
                  together with legal opinions relating thereto in form and
                  substance satisfactory to the Agent (acting reasonably)), to
                  the intent that each member of the Group which is a Material
                  Entity shall guarantee the obligations of the Borrower under
                  the Finance Documents and create Encumbrances securing its
                  obligations under such guarantee equivalent to the
                  Encumbrances created by the Group Debenture or otherwise to
                  the extent practicable with respect to any jurisdiction
                  outside the United Kingdom; and

            (ii)  that at all times:

                  (A)   the pro forma Consolidated EBITDA of the Charging Group
                        (for this purpose measured as if references in the
                        definition of Consolidated EBITDA to the "Group" were
                        references to the "Charging Group") is at least 95 per
                        cent. of the Consolidated EBITDA of the Group;

                  (B)   the pro forma consolidated turnover of the Charging
                        Group is at least 95 per cent. or more of the
                        consolidated turnover of the Group; and

                  (C)   the pro forma consolidated total assets of the Charging
                        Group is at least 95 per cent. or more of the
                        consolidated total assets of the Group,

                  in each case tested on a rolling 12 months basis as at the end
                  of each Quarter by reference to the most recent management
                  accounts for such Quarter delivered in accordance with clause
                  10.1(b)(ii) and the most recent audited financial statements
                  delivered in accordance with clause 10.1(b)(i).

      Encumbrances will not be required over those assets as to which the Agent
      shall determine in its reasonable discretion that the costs (including
      with respect to mortgage transfer and other taxes) of obtaining or
      administering such an Encumbrance are excessive in relation to the value
      of the security to be afforded thereby or to the extent that obtaining
      such security is otherwise impracticable. The Borrower will also procure
      that the immediate Holding Company of any Material Entity referred to in
      clause 10.2(f)(i) executes an Encumbrance over the shares in any Material
      Entity referred to in clause 10.2(f)(i) (if such shares are not already
      the subject of an Encumbrance created by a Security Document executed by
      such Holding Company), which Security Document is governed by the same law
      as the law under which such Material Entity is incorporated or formed;

(g)   PARI PASSU: subject to the Intercreditor Agreement, it will ensure that
      its obligations, and those of each other member of the Group, under each
      of the Finance Documents shall, without prejudice to the provisions of
      clauses 10.2(b) and 10.6(a), at all times be direct, general and
      unconditional obligations and rank at least pari passu with all its other
      present and future unsecured and unsubordinated Indebtedness with the
      exception of any obligations which are mandatorily preferred by law and
      not by contract;

(h)   INSURANCE: it will, and will procure that the other members of the Group
      will, insure and keep insured all its property and assets of an insurable
      nature and which are customarily insured (either generally or by companies
      carrying on a similar business)

                                       48
<PAGE>

      against loss or damage by fire and other risks normally insured against by
      persons carrying on the same class of business in a similar location as
      that carried on by it with reputable independent insurance companies or
      underwriters;

(i)   INSPECTION OF BOOKS: it will, and will procure that each other member of
      the Group will, permit the Agent to inspect its books and records during
      normal business hours upon reasonable notice;

(j)   ENVIRONMENTAL: it will, and will procure that each other member of the
      Group will, comply with all Environmental Laws and Environmental Licences
      to the extent that a failure to so comply could be reasonably expected to
      have a Material Adverse Effect;

(k)   INTELLECTUAL PROPERTY RIGHTS: it will, and will procure that each other
      member of the Group will:

      (i)   notify the Agent promptly of any infringement or suspected
            infringement or any challenge to the validity of any of the present
            or future Intellectual Property Rights owned, used or exploited by
            to it which may come to its notice and will supply the Agent with
            all information in its possession relating thereto if the same is
            reasonably likely to have a Material Adverse Effect and take all
            necessary steps (including, without limitation, the institution of
            legal proceedings) to prevent third parties infringing any
            Intellectual Property Rights to the extent that failure to do so
            would be reasonably likely to have a Material Adverse Effect;

      (ii)  take all necessary action to safeguard and maintain its rights,
            present and future, in or relating to all Intellectual Property
            Rights to the extent that failure to do so would be reasonably
            likely to have a Material Adverse Effect (in each case including,
            without limitation, paying all applicable renewal fees, licence fees
            and other outgoings); and

      (iii) not enter into any licence or other agreement or arrangement in
            respect of Intellectual Property Rights other than on normal arm's
            length commercial terms and will comply with all licences to it of
            any Intellectual Property Rights, in each case, to the extent that
            failure to do so would be reasonably likely to have a Material
            Adverse Effect;

(l)   CASH MANAGEMENT OF NON-UK COMPANIES: it will procure that to the extent
      that to do so would not cause a breach of law or regulation on the part of
      the relevant Group member or any applicable contractual restriction
      binding on the relevant Group member at the date of this Agreement and
      except to the extent that the directors of such Group member consider that
      such Group member would have inadequate resources to meet the forecast
      cashflow requirements of such Group member for the following 120 days
      (which shall be determined by the board of directors of such Group member,
      acting reasonably, having regard to their responsibilities under
      applicable law) and except to the extent that it would incur a material
      cost (after taking into account any tax considerations) which it would not
      otherwise ultimately have incurred, each Group member incorporated outside
      the United Kingdom shall deposit its surplus cash balances with a member
      of the Charging Group in an account of such member in the United Kingdom,
      provided that no such deposit shall be required if the surplus cash
      balances which would otherwise have been required to be so deposited are
      in aggregate less than(pound)1,000,000 (or its equivalent); and

                                       49
<PAGE>

      (m)   TAX LOSSES AND ALLOWANCES: it will procure that, to the extent
            permitted by laws and to the extent practicable, all losses,
            allowances, exemptions, set-offs, deductions, credits or other
            reliefs relating to any Taxation or to the computation of income,
            profits or chargeable gains for the purpose of any Taxation
            (RELIEFS) which are, after 10th August, 1999, available to Premier
            Holdings (including, without limitation, any advance corporation tax
            paid by any such company which has not, at 10th August, 1999, been
            set against the liability to corporation tax of any company and any
            Reliefs available in respect of interest paid or payable by such
            company) are applied (by way of surrender or otherwise) when
            reasonably considered appropriate in the interests of the Group by
            Premier Holdings in reducing or extinguishing any liability in
            respect of the Borrower or any other member of the Group to Taxes or
            the amount of its income, profits or chargeable gains which are
            subject to Taxation.

10.3  FINANCIAL UNDERTAKINGS

(a)   The Borrower undertakes with each of the Finance Parties that, throughout
      the Finance Period, it will observe and comply with the Financial
      Covenants.

(b)   The Financial Definitions in paragraph 2 of Schedule 8 shall be determined
      for, and tested as at the end of, each Quarter or, in the case of the
      Consolidated Fixed Charge Cover Ratio, each half year by reference to the
      management accounts for such Quarter or (as applicable) half year
      delivered in accordance with clause 10.1(b)(ii) and the Financial
      Covenants in paragraph 1 of Schedule 8 shall be tested as at the end of
      each such Quarter or (as applicable) half year, in each case by reference
      to such management accounts, provided that if the audited consolidated
      financial statements of the Group for any financial year delivered in
      accordance with clause 10.1(b)(i) show different determinations for such
      Financial Definitions from those shown in the management accounts for the
      last month in such financial year such audited consolidated financial
      statements shall prevail in respect of such determinations and, where
      there was a difference affecting the opening balance sheet position for
      the current financial year, each set of management accounts delivered
      during such current financial year shall be restated by the Borrower so
      that each such set of management accounts is in line with such audited
      consolidated financial statements and any Financial Covenant thereby
      affected shall be deemed to have been tested by reference to such restated
      management accounts.

10.4  CONDITIONS SUBSEQUENT

      The Borrower undertakes with the Arranger that, upon the Arranger's
      request in connection with the syndication of the Facility, it will (i)
      promptly provide all reasonably requested financial and other information
      in the possession of the Acquisition Parties with respect to each of the
      Acquisition Parties, the Group and their respective Affiliates (save, in
      the case of such Affiliates, any entities which are Affiliates (but not
      Subsidiaries) of the Borrower solely by reason of being under common
      control by Hicks Muse), the businesses acquired pursuant to the
      Acquisitions (the ACQUIRED TARGET BUSINESSES) and, to the extent relevant
      in relation to the Facility, Hicks Muse, including information and
      projections prepared by the Borrower or its advisers, (ii) make its senior
      officers available to Banks and prospective Banks at a reasonable time,
      (iii) assist the Arranger in the preparation of any Information Memoranda
      or similar documents and other marketing materials to be used in
      connection with the syndication of the Facility, (iv) together with the
      Arranger, host a meeting and hold discussions with Banks or prospective
      Banks, (v) facilitate a site visit if required by the Arranger and (vi)
      use reasonable efforts to ensure that the syndication efforts benefit
      materially from the existing lending relationships of the Borrower, the
      Acquired Target Businesses and Hicks Muse.

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<PAGE>

10.5  HEDGE TRANSACTIONS

      The Borrower undertakes with each of the Banks that:

      (a)   it shall enter into (and thereafter maintain for the duration of the
            Senior Finance Period) hedging arrangements in relation to the
            Senior Facilities and the High Yield Bonds with the Hedge
            Counterparties in accordance with the Hedging Strategy Letter; and

      (b)   it will not, and it will procure that no other member of the Group
            will, enter into any Derivatives Transactions which are speculative
            or do not relate to the hedging of exposures or liabilities of
            members of the Group in the ordinary course of business or in
            accordance with the Hedging Strategy Letter.

10.6  NEGATIVE UNDERTAKINGS

      The Borrower undertakes with each of the Finance Parties that throughout
      the Finance Period, without the prior written consent of the Agent acting
      on the instructions of the Majority Banks (or, in the case of clause
      10.6(b)(ii), all the Banks):

      (a)   NEGATIVE PLEDGE: it will not, and will procure that no other member
            of the Group will, permit any Encumbrance by it or any other member
            of the Group to subsist, arise or be created or extended over all or
            any part of their respective present or future undertakings, assets,
            rights or revenues, save for any Permitted Encumbrance;

      (b)   TRANSACTIONS SIMILAR TO SECURITY: (without prejudice to sub-clauses
            10.6(c) and (f)) it will not, and will procure that no other member
            of the Group will:

            (i)    sell or otherwise dispose of any of its assets on terms
                   whereby such asset is or may be leased to, or re-acquired or
                   acquired by, the Borrower or any other member of the Group
                   other than as part of a transaction whereby the asset
                   concerned becomes the subject of a Finance Lease which is
                   permitted under clause 10.6(c)(viii); or

            (ii)   sell, factor or dispose of any of its receivables other than
                   the sale of receivables in connection with a trade
                   receivables financing transaction which is on arms length
                   terms in form and substance satisfactory to all of the Banks
                   (acting reasonably) provided that all of the proceeds of such
                   sale are immediately applied in prepaying (and cancelling a
                   corresponding part of the commitments under) the Senior
                   Facilities or, subject to the Intercreditor Agreement, the
                   Advances;

      (c)   NO OTHER BORROWED MONEY: it will not, and will procure that no other
            member of the Group will, incur or permit to exist on its behalf any
            obligations in respect of Borrowed Money (other than in respect of
            any guarantees in respect of Borrowed Money to the extent permitted
            by clause 10.6(d) and transactions similar to security permitted by
            clause 10.6(b)) to any person except:

            (i)    the Senior Facilities (including, for the avoidance of doubt,
                   (x) Borrowed Money to the extent that it is the subject of a
                   letter of credit issued under the working capital facility
                   under the Senior Facilities Agreement or a guarantee issued
                   by an ancillary facilities bank under the Senior Facilities
                   Agreement and (y) any additional Borrowed Money thereunder
                   permitted by the Intercreditor Agreement);

                                       51
<PAGE>

            (ii)   Borrowed Money incurred by the Borrower under the
                   Intercompany Loan Agreement and the Premier Holdings/Borrower
                   Loan Agreement;

            (iii)  Borrowed Money owed by: (A) any member of the Charging Group
                   to another member of the Charging Group, (B) any member of
                   the Group to a member of the Charging Group provided the
                   total aggregate amount of all such Borrowed Money (other than
                   that representing loans permitted under clause 10.6(i)(vii))
                   at any one time does not exceed (pound)10,000,000 (or its
                   equivalent in relevant currencies), and (C) any member of the
                   Group (which is not a member of the Charging Group) to
                   another member of the Group (which is not a member of the
                   Charging Group);

            (iv)   Borrowed Money incurred under any Hedge Transactions not
                   otherwise restricted hereby; (v) the Facility;

            (vi)   Borrowed Money of any member of the Charging Group owed to
                   the seller representing the purchase price of a Permitted
                   Acquisition provided that (x) the aggregate amount of such
                   Borrowed Money shall not exceed (pound)5,000,000 and (y) the
                   amount of any such Borrowed Money outstanding or otherwise is
                   not subsequently increased;

            (vii)  obligations in respect of Finance Leases to the extent that
                   the aggregate amount of the principal element of the
                   obligations under all such Finance Leases at any time,
                   calculated in accordance with the Appropriate Accounting
                   Principles at the relevant time, does not (converting into
                   its equivalent in Sterling any amount in another currency)
                   exceed (pound)2,500,000 at any such time;

            (viii) Borrowed Money in addition to that permitted by clauses
                   10.6(c)(i) to (viii) not exceeding (pound)15,000,000 (or its
                   equivalent in relevant currencies) in aggregate at any time;
                   and

            (ix)   the Subordinated Shareholder Loans;

      (d)   GUARANTEES: it will not, and will procure that no other member of
            the Group will (other than to the extent provided in the Security
            Documents) incur or permit to exist on its behalf any Indebtedness
            under any guarantee in respect of Indebtedness of any person except
            for:

            (i)    guarantees in respect of Indebtedness (not being Borrowed
                   Money) of a member of the Charging Group permitted under this
                   Agreement;

            (ii)   indemnities granted by members of the Group in respect of
                   performance bonds, bid bonds, guarantees, letters of credit
                   and other obligations of a like nature incurred in the
                   ordinary course of business;

            (iii)  indemnities granted in the Finance Documents, the Transaction
                   Documents, the Senior Finance Documents, the monitoring and
                   oversight agreement and the financial advisory agreement
                   referred to and entered into in accordance with clause
                   10.6(j) or in the constitutional documents of the members of
                   the Group; and

                                       52
<PAGE>

            (iv)   indemnities and guarantees made in the ordinary course of
                   business, or for the purpose of carrying on the same,
                   provided that such indemnities or guarantees could not
                   individually or in the aggregate have a Material Adverse
                   Effect;

      (e)   OPERATING LEASES: it will not, and will procure that no other member
            of the Group will, enter into any obligations in respect of
            operating leases relating to assets (other than real property) if as
            a result the aggregate liability of all members of the Group with
            respect to rentals in any one financial year under such operating
            leases (converting into its equivalent in Sterling any amount in
            another currency) exceeds by more than (pound)6,000,000 the
            aggregate liability of all members of the Group with respect to
            rentals in the financial year ending 31st December, 1999 under the
            operating leases of the members of the Group as at 31st December,
            1998;

      (f)   DISPOSALS: it will not, and will procure that no other member of the
            Group will, sell, transfer, lease, surrender, lend or otherwise
            dispose of (each a DISPOSAL) or cease to exercise direct control
            over the whole or any part of its present or future assets or
            revenues whether by one or a series of transactions related or not
            except for:

            (i)    the disposal of stock-in-trade in the ordinary course of
                   business;

            (ii)   the disposal of any tangible asset which is obsolete or worn
                   out;

            (iii)  any disposal of any asset (other than receivables) on arm's
                   length terms for full consideration (of which at least 75 per
                   cent. is cash) where the market or book value is less than
                   (pound)15,000,000 (or its equivalent) in respect of the
                   aggregate of all such disposals in any financial year of the
                   Borrower provided that the Net Proceeds of such disposal are
                   applied in accordance with clause 6.6;

            (iv)   loans and credit permitted pursuant to clause 10.6(i);

            (v)    the application of cash not otherwise prohibited under the
                   Finance Documents;

            (vi)   the disposal of any asset by:

                   (A)   a member of the Group to a member of the Charging Group
                         but so that where any such asset is subject or is
                         expressed to be subject to an Encumbrance pursuant to
                         any Security Document such disposal shall only be
                         permitted where the Security Agent is satisfied either
                         that (I) such Encumbrance is not prejudiced as a result
                         of such disposal and the acquisition of such asset by
                         the other Charging Group member or (II) the asset
                         concerned becomes subject to a fully enforceable,
                         legally binding Encumbrance in favour of the Security
                         Agent and the other Finance Parties substantially
                         equivalent to or better than such other Encumbrance; or

                   (B)   any member of the Group which is not a member of the
                         Charging Group to another member of the Group which is
                         also not a member of the Charging Group; or

                   (C)   a member of the Charging Group to a member of the Group
                         which is not a member of the Charging Group provided
                         that the aggregate

                                       53
<PAGE>

                         market or book value of all such disposals does not
                         exceed (pound)5,000,000 (or its equivalent in the
                         relevant currency) and all such disposals are in
                         accordance with clause 10.6(j);

            (vii)  licences, leases or subleases of Intellectual Property Rights
                   (other than the Intellectual Property Rights subject to, or
                   arising under or in connection with, any or all of the UKIPR
                   Agreement, the Irish IPR Agreement, the Rowntrees Licence and
                   the Chef Licence) and leases or subleases of real property in
                   each case in the ordinary course of business and which do not
                   materially interfere with the business of the Group;

            (viii) the sale and discount of overdue accounts receivable during
                   the ordinary course of business, but only in connection with
                   the compromise or collection thereof;

            (ix)   disposals pursuant to and in accordance with the Demerger
                   Agreements; (x) disposals permitted under clauses 10.6(b) and
                   (n);

            (xi)   disposals of a fixed asset in exchange for a replacement
                   fixed asset of the same or similar type and of a comparable
                   or superior value and quality or a fixed asset the commercial
                   purpose and effect of which is to replace or improve upon the
                   commercial purpose of the fixed asset disposed of; and

            (xii)  mandatory disposals (as defined in clause 6.6(c)(ii)) on
                   arm's length terms for full consideration (of which at least
                   75 per cent. is cash) provided that the Net Proceeds thereof
                   are applied in accordance with clause 6.6,

            and so that where the asset or assets the subject of a disposal
            permitted by this clause 10.6(f) (other than clause 10.6(f)(vi)(A))
            is or are subject to a fixed charge created by the Security
            Documents or any of them, the consents of the Finance Parties to the
            release of such fixed charge (but without prejudice or
            responsibility to or in respect of any other requisite consent)
            shall not be refused provided that no Default shall have occurred
            and be continuing (and the Agent is irrevocably authorised by the
            other Finance Parties to instruct the Security Agent to grant such
            consent without reference to them);

      (g)   EQUITY YIELD AND INTERCOMPANY LOAN PAYMENTS: the Borrower will not:

            (i)    declare or pay (including, without limitation, by way of
                   set-off, combination of accounts or otherwise) any dividend
                   or make any other distribution or payment (whether in cash or
                   in specie), including any interest and/or unpaid dividends,
                   in respect of its equity or any other share capital for the
                   time being in issue (other than an Equity Permitted Payment
                   made in accordance with the Subordination Deeds); or

            (ii)   make any payment (including, without limitation, by way of
                   set-off, combination of accounts or otherwise) of interest,
                   or make any other payment, in respect of any amounts
                   outstanding under the Intercompany Loan Agreement (other than
                   an Intercompany Loan Permitted Payment made in accordance
                   with the Intercompany Loan Subordination Deed), the Premier
                   Holdings/Borrower Loan Agreement (other than an Equity
                   Permitted Payment made in accordance with the Premier
                   Holdings/Borrower Subordination Deed) or the Subordinated
                   Shareholder Loans;

                                       54
<PAGE>

      (h)   REDUCTION OF CAPITAL: it will not redeem or purchase or otherwise
            reduce its equity or any other share capital or any uncalled or
            unpaid liability in respect thereof or reduce the amount (if any)
            for the time being standing to the credit of its share premium
            account or capital redemption or other undistributable reserve in
            any manner, in each case, in whole or in part in any circumstances
            save where the redemption, purchase or reduction is an Equity
            Permitted Payment;

      (i)   LOANS AND CREDIT: it will not, and will procure that no other member
            of the Group will, make any loans or grant any credit other than:

            (i)    loans or credit permitted by clause 10.7(d)(iii);

            (ii)   loans or credit in existence on the Scheme Effective Date and
                   extensions, renewals, modifications or restatements or
                   replacements thereof, provided that no such extension,
                   renewal, modification or restatement shall (x) increase the
                   amount of the original loan or credit or (y) materially
                   adversely affect the interests of the Finance Parties with
                   respect to such original loan, or credit or the interests of
                   the Finance Parties under this Agreement or any other Finance
                   Document in any material respect;

            (iii)  promissory notes and other similar non-cash consideration
                   received by any member of the Group in connection with
                   disposals permitted under clause 10.6(f);

            (iv)   loans or credit to directors, officers and employees of the
                   Group up to a maximum amount at any time of(pound)3,000,000
                   (or its equivalent) in aggregate;

            (v)    the granting of credit to trade debtors in the ordinary
                   course of the relevant member of the Group's business as
                   carried on by it at the date of this Agreement or (if later)
                   the date it becomes a member of the Group;

            (vi)   in respect of cash deposits placed by any member of the Group
                   in accounts (other than those maintained in accordance with
                   clause 10.6(w)) with Approved Banks;

            (vii)  subject to an aggregate limit of (pound)10,000,000 at any
                   relevant time on loans and credit to, and acquisitions of or
                   by, companies which are not members of the Charging Group,
                   loans or credit to members of the Group or companies, the
                   acquisition of which would be a Permitted Acquisition, where
                   such loans or credit are funded by:

                   (A)   Consolidated Excess Cash Flow in respect of the
                         previous financial year not required to be applied in
                         prepayment of the Senior Facilities or the Facility
                         pursuant to clause 6.7 and made after the prepayment
                         required under such clause has been duly made;

                   (B)   the amount of Net Proceeds of disposals not required to
                         be applied in prepayment of the Senior Facilities or
                         the Facility pursuant to clause 6.6 and made after the
                         prepayment required under such clause has been duly
                         made; or

                   (C)   the proportion of aggregate net proceeds of any
                         Flotation not required to be applied in prepayment of
                         the Senior Facilities or the Facility

                                       55
<PAGE>

                         pursuant to clause 6.4 and made after the prepayment
                         required under such clause has been duly made;

            (viii) investments in Cash Equivalents; and

            (ix)   in addition to the foregoing, loans or credits in the
                   ordinary course of business on arms' length terms by members
                   of the Group in an aggregate amount (at cost, without regard
                   to any write down or write up thereof) at any one time
                   outstanding not exceeding (pound)1,000,000 (or its
                   equivalent);

      (j)   INTRA-GROUP CONTRACTS AND ARRANGEMENTS: it will not, and will
            procure that no other member of the Group will, enter into any
            arrangement or contract with any of its Subsidiaries or Affiliates
            which is not a Charging Subsidiary or any member of the HMTF Group
            unless such arrangement or contract is entered into on an arm's
            length basis and is fair and equitable to it or, as the case may be,
            such other member of the Group and would be entered into by a
            prudent person in the position of the Borrower or the relevant
            member of the Group. For the avoidance of doubt:

            (i)    payment may be made of reasonable and customary fees for work
                   done by directors of any member of the Group, Premier
                   Holdings or Newco 1 and their expenses may be reimbursed;

            (ii)   payment may be made to Hicks Muse and its Affiliates of fees
                   and expenses not exceeding the amounts set out in Schedule 10
                   pursuant to a monitoring and oversight agreement and a
                   financial advisory agreement, in each case approved by the
                   board of directors of the Borrower;

            (iii)  employment arrangements in respect of the procurement of the
                   services of directors, officers and employees in the ordinary
                   course of business may be entered into and reasonable fees in
                   connection therewith paid; and

            (iv)   the services to be provided by Premier Holdings pursuant to
                   the Demerger Agreements may only be provided on a non-profit
                   making basis;

      (k)   AMENDMENT TO DOCUMENTS: it will not, and will procure that no other
            member of the Group nor any Acquisition Party will, terminate, amend
            or vary, or acquiesce in any termination, amendment or variation of,
            any of the Transaction Documents (other than the Acquisition
            Agreements) (other than amendments of typographical errors or
            inconsistencies or which do not affect the timing or quantum of
            payments due in respect thereof or thereunder and provided that no
            such amendments are in the Agent's opinion (acting reasonably)
            material to the Finance Parties) and will comply with their material
            terms and will in the event that any other party thereto breaches
            the same in any material respect forthwith inform the Agent of the
            nature and substance thereof. The Borrower undertakes that it will
            also procure that the loan notes constituted by the Loan Note
            Instrument remain outstanding throughout the Finance Period;

      (l)   SHAREHOLDERS' MEETINGS AND THE NEW ARTICLES: (in the case of the
            Borrower only) it will not convene any meeting with a view to the
            alteration of any provision of the New Articles which would
            adversely affect any of the rights attaching to the "Golden Share"
            referred to in the New Articles or would affect the timing or
            quantum of payments due in respect thereof or thereunder or which
            would be reasonably likely to have a Material Adverse Effect;

                                       56
<PAGE>

      (m)   NEW SHARE ISSUES: it will not, and will procure that no other member
            of the Group will, issue any shares or otherwise acquire any
            additional capital in the Borrower otherwise than (i) the issue by
            the Borrower of shares which do not carry any right to a return or
            to redemption before all amounts (whether actual or contingent)
            owing under the Finance Documents have been paid in full and the
            Finance Parties have no further obligations thereunder (or to be
            converted into shares carrying such rights), (ii) an issue of shares
            in connection with a Flotation provided that the resulting
            prepayment required by clause 6.6 is duly made and (iii) the issue
            of shares by a Charging Subsidiary to its Holding Company (also
            being a member of the Charging Group);

      (n)   AMALGAMATION AND MERGER: it will not, and will procure that no other
            member of the Group will, amalgamate or merge with any other company
            or person unless (i) such merger is with another member of the Group
            and (A) a member of the Charging Group shall be the surviving entity
            and the Agent is reasonably satisfied (having taken appropriate
            advice from counsel in the relevant jurisdiction) that such merger
            will not have a negative impact upon any of the obligations owed by
            any Obligor to the Finance Parties or upon any material rights the
            Finance Parties may have against any of the Obligors, or (B) such
            merger is between members of the Group which are not members of the
            Charging Group, or (ii) any member of the Group liquidates or
            dissolves in either case on a solvent basis and in connection
            therewith all of its assets are transferred to any member of the
            Charging Group or, if such member is not a member of the Charging
            Group, to another member of the Group;

      (o)   ACCOUNTING REFERENCE DATE: it will not change its accounting
            reference date (or permit any other member of the Group to do so)
            from 31st December;

      (p)   ACCOUNTING POLICY: it will not adopt any accounting policy or change
            the consistency of application of its accounting principles from the
            Appropriate Accounting Principles unless (i) the revised policy and
            practice adopted from time to time is in accordance with generally
            accepted accounting practice in the United Kingdom and (ii) prior to
            any revised policy and practice being adopted the Borrower notifies
            the Agent thereof and, if required by the Agent, negotiates in good
            faith with the Agent acting reasonably in order that the Financial
            Covenants may be amended as required by the Agent acting reasonably
            in order for it to be able to make the same judgments as to the
            financial performance of the Group against the Financial Covenants
            as it is able to under the present accounting policy provided that
            if such negotiations are not concluded to the satisfaction of the
            Agent acting reasonably within a period of 30 days from the
            commencement of such negotiations the Borrower agrees that it will
            either provide financial statements on the same basis as before or
            provide financial statements containing a statement reconciling the
            previous and the then current accounting policy in order that the
            Agent may determine the financial condition of the Group against the
            Financial Covenants having regard to the terms of this Agreement;

      (q)   AUDITORS: it will not change its Auditors save to another Big 4 firm
            of chartered accountants which is willing to provide the reports
            referred to in clause 10.1(b)(iv) on the same or substantially the
            same basis and format as the existing Auditors;

      (r)   CHANGE IN BUSINESS: it will not, and will procure that no other
            member of the Group will, make any material change to the general
            nature of its business or cease (or threaten to cease) any material
            part of its business, which in either case would

                                       57
<PAGE>

            constitute a material change in the nature of the business of the
            Group taken as a whole from that carried on at the date of this
            Agreement;

      (s)   ACQUISITIONS AND JOINT-VENTURES: save as provided in clause 10.6(t),
            it will not, and will procure that no other member of the Group
            will, acquire or make any investment in any companies, joint
            ventures or partnerships, acquire any tangible or intangible assets
            (or interests therein) other than in the ordinary course of
            business, or acquire any businesses (or interests therein) other
            than the Purchasers and the acquisition of businesses (including
            companies) which are related or complementary to the existing
            businesses of the Group provided that:

            (i)    the acquisition consideration (including, without limitation,
                   any deferred consideration (whenever payable), the assumption
                   of obligations in respect of Borrowed Money by the Group and
                   taking the value of any non-cash consideration payable by the
                   Group at the higher of its stated value under the
                   agreement(s) for the acquisition in question and the market
                   value of such consideration) payable by the Group
                   (ACQUISITION CONSIDERATION) in respect of all such
                   acquisitions in any financial year shall not exceed
                   (pound)45,000,000 (or its equivalent in relevant currencies)
                   (excluding any amount funded with the Shareholder Injections
                   referred to in (ii) below or by the proceeds of Advances);

            (ii)   such acquisitions are funded:

                   (A)   by Consolidated Excess Cash Flow in respect of the
                         previous financial year not required to be applied in
                         prepayment of the Senior Facilities or the Facility
                         pursuant to clause 6.7; or

                   (B)   by the Net Proceeds of disposals not required to be
                         applied in prepayment of the Senior Facilities or the
                         Facility pursuant to clause 6.6; or

                   (C)   by Shareholder Injections in the Borrower funded by
                         Hicks Muse or funds or limited partnerships managed by
                         it or (without prejudice to clause 6.4(a)(i)) other
                         indirect co-investors in Premier; or

                   (D)   by drawings under the Working Capital Facility (as
                         defined in the Senior Facilities Agreement) (to the
                         extent permitted under clause 10.6(s)(B)(4) of the
                         Senior Facilities Agreement); or

                   (E)   by the proceeds of Advances;

            (iii)  at least five Banking Days prior to entering into any such
                   acquisition, the Agent shall have received a revised version
                   of the Financial Model, reflecting the proposed acquisition
                   therein which shows that none of the Financial Covenants will
                   be breached during the Finance Period and that no Event of
                   Default will arise under clause 11.1(a), accompanied by a
                   certificate signed by the chief executive and one other
                   director of the Borrower confirming that they believe that
                   the assumptions upon which the forecasts and projections in
                   such revised Financial Model are based taken as a whole, and
                   those forecasts and projections, are fair and reasonable and
                   confirming that, in making those assumptions and forming
                   those forecasts and projections the Borrower has taken full
                   and proper account of all contingent liabilities (including,
                   without limitation, contingent environmental liabilities)
                   relating to the assets to be

                                       58
<PAGE>

                   acquired pursuant to the proposed acquisition provided that
                   if the Acquisition Consideration in respect of an acquisition
                   is(pound)10,000,000 (or its equivalent in any relevant
                   currency) or less, then a revised version of the Financial
                   Model need not be so provided if the chief executive and one
                   other director of the Borrower can, and do so, certify that
                   in making such acquisition the Group will not incur any
                   contingent liabilities which would be likely to have a
                   material adverse impact on the forecasts and projections
                   contained in the then applicable Financial Model;

            (iv)   no Default will arise as a result of such acquisition; and

            (v)    the aggregate Acquisition Consideration of all such
                   acquisitions of, or by, companies which are not members of
                   the Charging Group does not exceed (pound)10,000,000 (or its
                   equivalent) when aggregated with all loans or credit made or
                   extended to companies which are not members of the Charging
                   Group pursuant to clause 10.6(i)(vii) at any relevant time,

            such acquisitions being PERMITTED ACQUISITIONS;

      (t)   BORROWER'S BUSINESS: the Borrower will not carry on any business or
            own any material assets other than its shareholdings in its
            Subsidiaries, intra-group credit balances and credit balances in
            bank accounts;

      (u)   INTRA-GROUP ACCOUNTS: (without limiting the generality of clause
            10.6(f)) it will not subordinate, postpone, defer, assign or
            otherwise dispose of or deal with any Indebtedness owing to it by
            any other member of the Group and will procure that no other member
            of the Charging Group will subordinate, postpone, defer, assign or
            otherwise dispose of or deal with any Indebtedness owing to it by
            any other member of the Group (other than in favour of another
            member of the Charging Group);

      (v)   DORMANT COMPANIES: it will procure that:

            (i)    none of the members of the Group which are dormant (within
                   the meaning of section 250 of the Act) at the date of this
                   Agreement or hereafter become dormant shall:

                   (A)   carry on any trading activity if it has any material
                         contingent liabilities; or

                   (B)   demand or accept payment of any Indebtedness owing to
                         it by a Borrower or a Charging Subsidiary; and

            (ii)   no Borrower or Charging Subsidiary shall repay any
                   Indebtedness owing to any dormant company as referred to in
                   (i) above; and

      (w)   CASH BALANCES: it will procure that the aggregate amount of cash
            balances or deposits of cash held by all members of the Group which
            are not placed with Approved Banks at no time exceeds
            (pound)1,000,000 (or its equivalent).

10.7  CONDUCT OF THE ACQUISITIONS

      The Borrower undertakes with each of the Finance Parties that throughout
      the Finance Period:

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      (a)   it will not (and will procure that no member of the Group will)
            terminate, amend or vary, or acquiesce in any termination, amendment
            or variation of, any of the Acquisition Agreements which might
            reasonably be expected materially and adversely to affect the
            interests of the Finance Parties under the Finance Documents;

      (b)   it will not (and will procure that no member of the Group will)
            waive or fail to invoke any conditions to the completion of any of
            the Acquisitions, and will not (and will procure that no member of
            the Group will) accept, to the extent they are entitled to refuse,
            any disclosures by the relevant Vendors in relation to the
            warranties contained in the relevant Acquisition Agreements where
            any such waiver, failure to invoke or acceptance might reasonably be
            expected materially and adversely to affect the interests of the
            Finance Parties under the Finance Documents;

      (c)   it will keep the Agent updated as to the progress of the
            Acquisitions;

      (d)   unless considered by its directors (acting reasonably and having
            first consulted with the Agent in respect of any material matter)
            not to be commercially prudent, or otherwise not to be in the
            interests of any member of the Group (including, without limitation,
            taking account of the quantum of the claim), it will (and will
            procure that the members of the Group will) pursue (if necessary by
            legal action) against the Vendors or, as the case may be, any issuer
            of a Report any material claim to which it may be entitled as a
            result of:

            (i)   a breach of any Acquisition Agreement by the relevant Vendor;

            (ii)  any inaccuracy in any of the warranties and representations
                  included in any Acquisition Agreement;

            (iii) any indemnity contained in any Acquisition Agreement;

            (iv)  a right to make a claim under any of the Reports; or

            (v)   any other claims for damages or other remedies in respect of
                  any breach of any Acquisition Agreement or inaccuracy therein
                  and any other claim in respect of the warranties, indemnities
                  and representations given to the Borrower, any Purchaser or
                  any member of the Group party to any relevant document
                  contained in or pursuant to such documents; and

      (e)   it will not (and will procure that the members of the Group will
            not) finally agree or settle the amount of any indemnity or warranty
            payment or other claim or potential claim under, or in connection
            with, the Acquisition Agreements against any of the Vendors or, as
            the case may be, any issuer of a Report (to the extent it has
            discretion to do so), without the consent of the Agent if the
            relevant claim relates to actual or potential recoveries reasonably
            expected to exceed (pound)10,000,000 (or its equivalent) in
            aggregate.

11.   EVENTS OF DEFAULT

11.1  EVENTS OF DEFAULT

      Each of the events set out below is an Event of Default (whether or not
      caused by any reason whatsoever outside the control of any Material Entity
      (or any other person)) namely if:

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      (a)   NON-PAYMENT: any Material Entity or any other member of the Group
            fails to pay any sum due from it under any of the Finance Documents
            in the currency, at the time (or within five days thereafter in the
            case of amounts other than principal) and in the manner stipulated
            in the relevant Finance Document; or

      (b)   BREACH OF CERTAIN OBLIGATIONS: any Material Entity or any other
            member of the Group commits any breach of or omits to observe any of
            the obligations or undertakings expressed to be assumed by it under
            clauses 10.3, 10.6(a), 10.6(b), 10.6(f), 10.6(g), 10.6(h), 10.6(w),
            or 10.7(a), 10.7(b); or

      (c)   BREACH OF OTHER OBLIGATIONS: any Material Entity or any other member
            of the Group commits any breach of or omits to observe any of the
            obligations or undertakings expressed to be assumed by it under any
            of the Finance Documents (other than any such obligations referred
            to in clause 11.1(a) and (b)) and, in respect of any such breach or
            omission which is capable of remedy, such breach or omission has not
            been remedied within 30 days; or

      (d)   MISREPRESENTATION: any representation, warranty or statement made or
            deemed to be made or repeated by or on behalf of any Material Entity
            or any other member of the Group in, or in connection with, any of
            the Finance Documents or in any notice, accounts, certificate or
            statement referred to in or delivered under any of the Finance
            Documents is or proves to have been incorrect or misleading in any
            material respect on the date made or deemed to be made; or

      (e)   CROSS-DEFAULT: (i) any Borrowed Money of any Material Entity or any
            other member of the Group at any time becomes prematurely due and
            payable by reason of a default or any creditor of any Material
            Entity or any other member of the Group becomes entitled to declare
            any such Borrowed Money due and payable prior to the date when it
            would otherwise have become due by reason of a default or any
            guarantee given by any Material Entity or any other member of the
            Group in respect of Borrowed Money is not honoured when due and
            called upon (taking into account any applicable grace period); or
            (ii) any Borrowed Money of any Material Entity or any other member
            of the Group is not paid as and when the same is or becomes due and
            payable (or within any applicable grace period) and the aggregate
            amount at any time of all Borrowed Money in respect of which (i)
            and/or (ii) applies (without double counting) is equal to or greater
            than(pound)5,000,000 (converting into Sterling at its equivalent
            amounts in any other currency); or (iii) any amount in respect of
            the High Yield Bonds is not paid when due and payable (or within any
            originally applicable grace period) or becomes (whether by
            declaration or automatically in accordance with the relevant
            agreement or instrument constituting the same) due and payable as a
            result of a default or any creditor or the trustee on their behalf
            becomes entitled to declare any amount in respect of the High Yield
            Bonds due and payable prior to the date when it would otherwise have
            become due by reason of a default; or (iv) an Event of Default (as
            defined in the Senior Facilities Agreement) occurs; or

      (f)   DERIVATIVES TRANSACTION DEFAULT: any Material Entity or any other
            member of the Group fails to make payment in relation to a
            Derivatives Transaction of any sum equal to or greater
            than(pound)5,000,000 in aggregate at any one time (or its equivalent
            in the relevant currency of payment) on its due date (taking into
            account any grace period permitted under the documentation for that
            Derivatives Transaction) or the counterparty to a Derivatives
            Transaction becomes entitled to terminate that Derivatives
            Transaction early by reason of default on the part of any Material
            Entity or any other member of the Group and the Net Derivatives
            Liability in the aggregate

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            payable under all affected Derivatives Transactions at the relevant
            time is not less than(pound)5,000,000 (or its equivalent in the
            relevant currency); or

      (g)   PROCEEDINGS CONCERNING THE GROUP: one or more judgements or orders
            is made against any Material Entity involving in the aggregate a
            liability (not paid or fully covered by insurance) of
            (pound)5,000,000 or more and all such judgments or orders shall not
            have been vacated, discharged or stayed pending appeal within 30
            days from the entry thereof; any execution, distress, sequestration
            or other similar process is levied or enforced against all or any
            substantial part of the assets of any Material Entity which shall
            not have been vacated, discharged or stayed pending appeal within 30
            days from the entry thereof; or any Material Entity proposes or
            makes any general composition or arrangement with its creditors
            other than on a solvent basis which has been approved by the
            Majority Banks; or

      (h)   INSOLVENCY: any Material Entity generally shall not, or shall be
            unable to, or shall admit in writing its inability to, pay its debts
            (other than intercompany debts) as they become due; or

      (i)   ADMINISTRATION: (i) any meeting of any Material Entity is convened
            for the purpose of considering any resolution to present an
            application for an administration order or to serve a notice of
            intention to appoint an administrator or to appoint an administrator
            or (ii) any person presents an application for an administration
            order, or files documents with a court for the appointment of an
            administrator, in relation to any Material Entity or an
            administration order is sought of the court on the basis of an
            undertaking to subsequently present an application or (iii) any
            Material Entity passes a resolution to present an application for an
            administration order or to serve a notice of intention to appoint an
            administrator or to appoint an administrator in relation to any
            Material Entity or (iv) an administration order is made or an
            administrator is appointed in relation to any Material Entity; or

      (j)   APPOINTMENT OF RECEIVERS AND MANAGERS: (i) any administrative or
            other receiver or any manager is appointed of any Material Entity or
            all or any substantial part of any of its assets and/or undertakings
            or (ii) the directors of any Material Entity request any person to
            appoint such a receiver or manager or (iii) any other legal or
            formal steps are taken to enforce any Encumbrance over all or any
            substantial part of the assets and/or undertakings of any Material
            Entity; or

      (k)   WINDING UP: (i) any meeting of any Material Entity is convened for
            the purpose of considering any resolution for (or to petition for)
            its winding up or (ii) any Material Entity passes such a resolution;
            or (iii) any person presents any petition for the winding up of any
            Material Entity, which is not withdrawn, dismissed or discharged
            within 60 days or (iv) an order for the winding up of any Material
            Entity is made, not (in any case) being a winding-up of a Subsidiary
            of the Borrower involving an amalgamation or reorganisation on a
            solvent basis to which the Majority Banks have given their prior
            written consent; or

      (l)   ANALOGOUS PROCEEDINGS: there occurs, in relation to any Material
            Entity, in any country or territory in which any of them carries on
            business or to the jurisdiction of whose courts any part of their
            assets is subject, any event which, in the reasonable opinion of the
            Majority Banks, appears in that country or territory to correspond
            with, or have an effect equivalent to, any of those mentioned in
            clauses 11.1(h) to (k) (inclusive); or

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<PAGE>

      (m)   SEIZURE: all, or a material part, of the undertaking, assets, rights
            or revenues of, or shares or other ownership interests in, any
            Material Entity are seized, nationalised, expropriated or
            compulsorily acquired by or under the authority of any Government
            Entity and such Material Entity has not been adequately and promptly
            compensated and recompensed in respect of such action; or

      (n)   CHANGES OF OWNERSHIP: the Borrower at any time disposes of any
            Premier Holdings Preference Share acquired by it other than in
            accordance with the Structure Paper;

      (o)   FINANCE DOCUMENTS: any Finance Document is not or ceases to be
            legal, valid and binding on, and, subject to the qualifications and
            reservations set out in the Legal Opinions (other than those
            relating to factual matters), enforceable substantially in
            accordance with its terms against, any Material Entity which is
            party to that Finance Document and/or (in the case of Security
            Documents) does not provide to the Security Agent, for itself and on
            behalf of the other Finance Parties, perfected, enforceable security
            over the assets purported to be covered by that Security Document in
            a manner and to an extent reasonably considered by the Majority
            Banks to be materially adverse to their interests under the Finance
            Documents, or is alleged by any Material Entity or any member of the
            HMTF Group party to that Finance Document to be ineffective for any
            reason and any such failure or cessation as to legality, validity
            and binding effect is (if capable of remedy) not remedied within 30
            days of notice from the Agent; or

      (p)   UNLAWFULNESS: it becomes unlawful at any time for any Material
            Entity to perform all or any of its obligations under any of the
            Finance Documents and such unlawfulness is (if capable of remedy)
            not remedied within 30 days of notice from the Agent; or

      (q)   REPUDIATION: any Material Entity repudiates any Finance Document to
            which it is a party or does or causes or permits to be done any act
            or thing evidencing an intention to repudiate such a Finance
            Document; or

      (r)   QUALIFICATION OF FINANCIAL STATEMENTS: the Auditors qualify their
            report(s) on the audited consolidated financial statements of the
            Group or the audited financial statements of any Material Entity (i)
            on the grounds of inability to prepare financial statements on a
            going concern basis or that, while they had been prepared on that
            basis, it was not clear that the Group or the company concerned (as
            the case may be) would carry on business as a going concern or (ii)
            on the grounds of inadequate information or access to information
            being provided to the Auditors or (iii) on any other grounds where
            the matter giving rise to the qualification would be reasonably
            likely to have a Material Adverse Effect; or

      (s)   ENVIRONMENTAL MATTERS: an Environmental Claim is made against any
            Material Entity and as a result a Material Adverse Effect is
            reasonably likely to occur; or

      (t)   PREMIER HOLDINGS, NEWCO 1, THE BORROWER, UK TOPCO, HMTF POULTRY AND
            CITADEL INSURANCE COMPANY LIMITED:

            (i)    (other than pursuant to Shareholder Injections) Premier
                   Holdings carries on any business other than that of providing
                   services pursuant to the Demerger Agreements on a non-profit
                   making basis and acting as a Holding Company of the Group,
                   owns any material assets other than all the shares in Newco
                   1, Citadel Insurance Company Limited and HMTF Poultry or
                   incurs any liabilities other than under the Finance
                   Documents, the Senior Finance

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                   Documents and the Transaction Documents to which it is a
                   party or those referred to in the definition of "Equity
                   Permitted Payment" in clause 1.1 or those otherwise permitted
                   by the Finance Documents; or

            (ii)   Premier Holdings disposes of any shares (or any interest
                   therein) in any of its direct Subsidiaries referred to in (i)
                   above; or

            (iii)  (other than pursuant to Shareholder Injections) Newco 1
                   carries on any business other than acting as a Holding
                   Company of the Group, owns any material assets other than all
                   of the issued shares in the Borrower or incurs any
                   liabilities (whether or not in connection with Borrowed
                   Money) other than as a result of issuing the High Yield
                   Bonds, effecting the Pushdown or as a result of its existence
                   and administrative operation in accordance with this
                   Agreement; or

            (iv)   Newco 1 ceases to be a wholly-owned direct Subsidiary of
                   Premier Holdings; or

            (v)    the Borrower ceases to be a wholly-owned direct Subsidiary of
                   Newco 1; or

            (vi)   (other than pursuant to Shareholder Injections) UK Topco
                   carries on any business other than acting as a Holding
                   Company of the Group, owns any material assets other than all
                   of the issued shares in Premier Holdings or incurs any
                   liabilities (whether or not in connection with Borrowed
                   Money) other than as a result of entering into the Second
                   Transaction Documents to which it is a party or as a result
                   of its existence and administrative operation in accordance
                   with this Agreement; or

            (vii)  Premier Holdings ceases to be a wholly-owned direct
                   Subsidiary of UK Topco; or

            (viii) HMTF Poultry carries on any business, owns any assets or
                   incurs any liabilities in each case to an extent or in a
                   manner which results (or is reasonably likely to result) in a
                   material increase in the Taxes payable (directly or
                   indirectly) by the Group (including, without limitation, the
                   Taxes payable by Premier Holdings which are attributable to
                   the business of the Group); or

            (ix)   Citadel Insurance Company Limited carries on any business
                   other than writing insurance in favour of members of the
                   Group, owns any material assets other than as a result of
                   writing such insurance or incurs any liabilities other than
                   as a result of writing such insurance or as a result of its
                   existence and administrative operation in accordance with
                   this Agreement; or

      (u)   INVESTMENT COMPANY: Newco 1 or the Borrower is or could be deemed an
            INVESTMENT COMPANY under Section 3(a)(1) of the Investment Company
            Act 1940 of the United States of America, as amended
            (notwithstanding the effect of any safe harbor (including without
            limitation the safe harbor under Rule 3a-2 under such act),
            exception, exemption, order or no-action letter relied upon or
            granted in connection therewith); or

      (v)   NO SUBORDINATION: any amount outstanding under any Subordinated
            Shareholder Loan, or any other amount which is expressly agreed by
            the relevant member of the Group and the relevant subordinated
            creditor to be subordinated to the amounts

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            outstanding under the Finance Documents, is not, ceases to be or is
            claimed by the relevant subordinated creditor not to be subordinated
            to the amounts outstanding under the Finance Documents.

11.2  ACCELERATION

      Subject to the terms of the Intercreditor Agreement, the Agent if so
      requested by the Majority Banks shall, without prejudice to any other
      rights of the Finance Parties, at any time after the happening of an Event
      of Default, and so long as the same is continuing, by notice to the
      Borrower declare that:

      (a)   the obligation of each Bank to make its Commitment available shall
            be terminated, whereupon the Total Commitments in respect of the
            Facility shall be reduced to zero forthwith; and/or

      (b)   all Advances and all interest, fees and commitment commission
            accrued and all other sums payable under the Finance Documents have
            become due and payable or have become due and payable on demand,
            whereupon the same shall, immediately or in accordance with the
            terms of such notice, become due and payable; and/or

      (c)   the Security Documents (or any of them) have become enforceable (in
            whole or in part).

      On or at any time after the making of any such declaration so long as the
      event giving rise to such declaration is still continuing the Agent shall
      be entitled, to the exclusion of the Borrower, to select the duration of
      Interest Periods.

11.3  DEMAND BASIS

      If all Advances have become due and payable on demand pursuant to clause
      11.2(b), the Agent, if so instructed by the Majority Banks, shall by
      written notice to the Borrower call for repayment of the Advances on such
      date as may be specified in such notice whereupon the Advances shall
      become due and payable on the date so specified together with all
      interest, fees and commitment commission accrued and all other sums
      payable under the Finance Documents.

12.   INDEMNITIES

12.1  MISCELLANEOUS INDEMNITIES

      The Borrower shall within three Banking Days of demand indemnify each
      Finance Party, without prejudice to any of their other rights under any of
      the Finance Documents, against any loss, excluding loss of Margin, or
      reasonable expense which such Finance Party shall certify as sustained or
      incurred by it as a consequence of (a) any default in payment by the
      Borrower or any Acquisition Party or any other member of the Group of any
      sum under any of the Finance Documents when due, (b) the occurrence of any
      other Event of Default, (c) any prepayment of any Advance or part thereof
      being made otherwise than on an Interest Payment Date relative thereto,
      (d) any Advance not being made for any reason (excluding any default by a
      Finance Party) after a Drawdown Notice has been given, including, in any
      such case, but not limited to, any loss or expense sustained or incurred
      in (i) maintaining or funding its Contribution or any part thereof, (ii)
      liquidating or re-employing deposits from third parties acquired or
      contracted for to fund all or any part of its Contributions or (iii)
      closing out open hedging positions arising.

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12.2  CURRENCY OF ACCOUNT; CURRENCY INDEMNITY

      No payment by the Borrower under any of the Finance Documents which is
      made in a currency other than the currency (CONTRACTUAL CURRENCY) in which
      such payment is required to be made pursuant to the relevant Finance
      Documents shall discharge the obligation in respect of which it is made
      except to the extent of the net proceeds in the Contractual Currency
      received by the Agent upon the sale of the currency so received, after
      taking into account any premium and costs of exchange in connection with
      such sale. For the avoidance of doubt the Finance Parties shall not be
      obliged to accept any such payment in a currency other than the
      Contractual Currency nor shall the Finance Parties be liable to the
      Borrower for any loss or alleged loss arising from fluctuations in
      exchange rates between the date on which such payment is so received by
      the Agent and the date on which the Agent effects such sale, as to which
      the Agent shall (as against the Borrower) have an absolute discretion. If
      any sum due from the Borrower under any Finance Document or any order or
      judgment given or made in relation thereto is required to be converted
      from the Contractual Currency or the currency in which the same is payable
      under such order or judgment (the FIRST CURRENCY) into another currency
      (the SECOND CURRENCY) for the purpose of (a) making or filing a claim or
      proof against the Borrower, (b) obtaining an order or judgment in any
      court or other tribunal or (c) enforcing any order or judgment given or
      made in relation to any of the Finance Documents, the Borrower shall
      indemnify and hold harmless each Finance Party from and against any loss
      suffered as a result of any difference between (i) the rate of exchange
      used for such purpose to convert the sum in question from the first
      currency into the second currency and (ii) the rate or rates of exchange
      at which each such Finance Party may in the ordinary course of business
      purchase the first currency with the second currency upon receipt of a sum
      paid to it in satisfaction, in whole or in part, of any such order,
      judgment, claim or proof. Any amount due from the Borrower under the
      indemnity contained in this clause 13.2 shall be due as a separate debt
      and shall not be affected by judgment being obtained for any other sums
      due under or in respect of any of the Finance Documents and the term RATE
      OF EXCHANGE includes any premium and costs of exchange payable in
      connection with the purchase of the first currency with the second
      currency.

12.3  ACQUISITION FINANCE INDEMNITY

      The Borrower agrees to indemnify and hold harmless the Finance Parties and
      their Affiliates and their respective officers, lawyers, advisers,
      directors, employees, agents and Holding Companies, and each of their
      successors, assigns and personal representatives, from and against any and
      all losses, claims, damages and liabilities (collectively LOSSES) to which
      any such person may become subject arising out of or in connection with
      this Agreement, the Facility, the Acquisitions or any other transaction
      contemplated herein, or any claim, litigation, investigation or proceeding
      relating to any of the foregoing, regardless of whether any such person is
      a party thereto, and to reimburse such person upon demand for any
      reasonable legal or other reasonable expenses incurred in connection with
      investigating or defending any of the foregoing, except that the foregoing
      will not apply to any Losses arising from the gross negligence or wilful
      misconduct of such indemnified person or a material breach of this
      Agreement by such indemnified person.

12.4  ENVIRONMENTAL INDEMNITY

      The Borrower shall on demand indemnify each Finance Party against any cost
      or loss suffered or incurred by such Finance Party due to any
      Environmental Contamination in, on, under or escaping from any property
      owned, occupied or leased by any Material Entity other than any such cost
      or loss caused by or arising from the gross negligence or wilful default
      of such Finance Party.

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13.   UNLAWFULNESS, INCREASED COSTS, ALTERNATIVE INTEREST RATES

13.1  UNLAWFULNESS

      If after the date of this Agreement it becomes contrary to any law or
      regulation for any relevant Bank to contribute to any Advance or to
      maintain its Commitment in respect of the Facility or fund its
      Contribution to the Facility, such relevant Bank shall promptly, through
      the Agent, notify the Borrower whereupon (a) such relevant Bank's
      Commitment shall be reduced to the extent of such illegality and (b) the
      Borrower shall be obliged to prepay and/or discharge the Contribution of
      such relevant Bank to the Facility on a date not being earlier than the
      latest date permitted by the relevant law or regulation. Any prepayment
      pursuant to this clause 13.1 shall be made together with all amounts
      referred to in clause 6.5(c).

13.2  INCREASED COSTS

      If the result of any change occurring after the date of this Agreement in,
      or in the interpretation or application of, or the introduction of, any
      law or any regulation, including (without limitation) those relating to
      Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits
      and special deposits, is to:

      (a)   subject any Bank to Taxes or change the basis of Taxation of any
            Bank with respect to any payment under this Agreement (other than
            Taxes or Taxation on the overall net income, profits or gains of
            such Bank imposed in the jurisdiction in which its principal or
            lending office under this Agreement is located); and/or

      (b)   increase the cost to, or impose an additional cost on, any Bank or
            its holding company in making or keeping available all or part of
            such Bank's Commitment or maintaining or funding all or part of such
            Bank's Contribution; and/or

      (c)   reduce the amount payable or the effective return to any Bank under
            this Agreement; and/or

      (d)   reduce any Bank's or its holding company's rate of return on its
            overall capital by reason of a change in the manner in which it is
            required to allocate capital resources to such Bank's obligations
            under this Agreement; and/or

      (e)   require any Bank or its holding company to make a payment or forgo a
            return calculated by reference to or on any amount received or
            receivable by such Bank under this Agreement; and/or

      (f)   require any Bank or its holding company to incur or sustain a loss
            (including a loss of profits) by reason of being obliged to deduct
            all or part of such Bank's Commitment or Contribution from its
            capital for regulatory purposes,

      then and in each such case (but subject to clause 13.3):

      (i)   such Bank shall notify the Borrower through the Agent in writing of
            such event promptly upon its becoming aware of the same; and

      (ii)  the Borrower shall within 5 Banking Days of demand, made at any time
            whether or not such Bank's Contribution has been repaid, pay to the
            Agent for the account of such Bank the amount which such Bank
            specifies (in a certificate setting forth the basis of the
            computation of such amount, but not including any matters which such
            Bank or its holding company regards as confidential) is required to
            compensate such

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<PAGE>

            Bank and/or its holding company for such liability to Taxes,
            increased or additional cost, reduction, payment, forgone return or
            loss.

      For the purposes of this clause 13.2 each Bank may in good faith allocate
      or spread costs and/or losses among its assets and liabilities (or any
      class thereof) on such basis as it considers appropriate.

      For the purposes of this clause 13.2 and clause 13.5 HOLDING COMPANY
      means, in relation to a Bank, the company or entity (if any) within the
      consolidated supervision of which such Bank is included.

13.3  EXCEPTIONS

      Nothing in clause 13.2 shall entitle any Bank to receive any amount in
      respect of compensation for any such liability to Taxes, increased or
      additional cost, reduction, payment, forgone return or loss to the extent
      that the same:

      (a)   is taken into account in calculating the Additional Cost; or

      (b)   is already the subject of an additional payment under clause 8.5; or

      (c)   arises as a consequence of (or of any law or regulation
            implementing) (i) the proposals for international convergence of
            capital measurement and capital standards published by the Basle
            Committee on Banking Regulations and Supervisory Practices in July
            1988 and/or (ii) the Banking Consolidation Directive (2000/12/EC) of
            the European Union (in each case) unless it results from any change
            in, or in the interpretation or application of, such proposals or
            such directive (or any law or regulation implementing the same)
            occurring after the date hereof.

      If a Bank does not notify the Agent of its intention to claim pursuant to
      clause 13.2 within ninety days after the date of which the Bank becomes
      aware of the relevant (i) Taxes (ii) increased cost (iii) reduction in the
      rate of return on capital or (iv) loss that Bank shall not be entitled to
      claim indemnification for such Taxes, reduction in the rate of return on
      capital, increased cost or loss in respect of any period of more than
      ninety days before the date on which the Bank does notify the Agent of its
      intention to make such claim for indemnification, payment or foregone
      interest or other return. The obligation of the Borrower to make any
      payment under clause 13.2 shall survive termination of this Agreement for
      a period of nine months after such termination.

13.4  MARKET DISRUPTION; NON-AVAILABILITY

(a)   If and whenever, at any time prior to the commencement of any Interest
      Period:

            (i)   none or only one of the Reference Banks supplies the Agent
                  with a quotation for the purpose of calculating LIBOR (where
                  such a quotation is required having regard to the definition
                  of LIBOR in clause 1.1); or

            (ii)  the Agent shall have received notification from Banks with
                  Contributions aggregating not less than one-third of the
                  relevant Advance or Commitments aggregating not less than
                  one-third of the Total Commitments in respect of the Facility
                  that deposits in Sterling are not available to such Banks in
                  the London Interbank Market in the ordinary course of business
                  in sufficient amounts to fund their Contributions for such
                  Interest Period or that LIBOR does not accurately reflect the
                  cost to such Banks of obtaining such deposits,

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      the Agent shall forthwith give notice (a DETERMINATION NOTICE) to the
      Borrower and to each of the Banks containing particulars of the relevant
      circumstances giving rise to its issue. After the giving of any
      Determination Notice the undrawn amount of the Total Commitments may still
      be drawn down (subject to the other terms of this Agreement) but on a
      Substitute Basis in accordance with clause 13.4(b).

(b)   During the period of 10 days after the Determination Notice has been given
      by the Agent under clause 13.4(a) the relevant Banks shall (having
      consulted in good faith with the Borrower) certify an alternative basis
      (the SUBSTITUTE BASIS) for making available or, as the case may be,
      maintaining their Contributions. The Substitute Basis may (without
      limitation) include alternative interest periods, alternative currencies
      or alternative rates of interest but shall include a margin above the cost
      of funds (including Additional Cost) to such relevant Banks equivalent to
      the Margin. Each Substitute Basis so certified shall be binding upon the
      Borrower and shall take effect in accordance with its terms from the date
      specified in the Determination Notice until such time as the Agent
      notifies the Borrower that none of the circumstances specified in clause
      13.4(a) continues to exist, whereupon the normal interest rate fixing
      provisions of this Agreement shall apply.

13.5  MITIGATION

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

      (a)   the Borrower being required to make an increased payment to any Bank
            pursuant to clause 8.5;

      (b)   the reduction of any Bank's Commitment in respect of the Facility to
             zero or the Borrower being required to prepay any Bank's
            Contribution to the Facility pursuant to clause 13.1;

      (c)   the Borrower being required to make a payment to any Bank to
            compensate such Bank or its holding company for a liability to
            Taxes, increased or additional cost, reduction, payment, forgone
            return or loss pursuant to clause 13.2(f)(ii); or

      (d)   the Borrower being required to make a payment determined on a
            Substitute Basis pursuant to clause 13.4(b),

      then, without in any way limiting, reducing or otherwise qualifying the
      obligations of the Borrower under clause 8 and this clause 13, such Bank
      shall, in consultation with the Agent and the Borrower, endeavour to take
      such reasonable steps (and/or, in the case of clause 13.2(f)(ii)) and
      where the increased or additional cost, reduction, payment, forgone return
      or loss is that of its holding company, endeavour to procure that its
      holding company takes such reasonable steps) as are open to it (or, as the
      case may be, its holding company) to mitigate or remove such circumstances
      (including a change in the location of its lending office or the transfer
      of its rights and obligations under any Finance Document to another bank
      or institution acceptable to the Borrower (acting reasonably)) unless the
      taking of such steps might (in the opinion of such Bank) have any adverse
      effect upon its business, operations or financial condition (other than
      any minor costs and expenses of an administrative nature (an amount equal
      to which the Borrower shall pay to the Agent for the account of such Bank
      within five Banking Days of demand)).

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13.6  REPLACEMENT OF BANKS

      If at any time any Bank becomes a Non-Funding Bank or a Non-Consenting
      Bank then the Borrower may, on 10 Banking Days' prior written notice to
      the Agent and such Bank, replace such Bank by causing such Bank to (and
      such Bank shall) transfer all of its rights and obligations under this
      Agreement to a Bank or other entity selected by the Borrower and
      acceptable to the Agent (acting reasonably) for a purchase price equal to
      such Bank's Contribution and all accrued interest, fees and other amounts
      payable to it under this Agreement provided that:

      (a)   the Borrower shall have no right to replace the Agent;

      (b)   neither the Agent nor any Bank shall have any obligation to the
            Borrower to find a replacement Bank or other such entity;

      (c)   in the event of the replacement of a Non-Consenting Bank, in order
            for the Borrower to be entitled to replace such Non-Consenting Bank,
            such replacement must take place no later than 180 days after the
            date the Non-Consenting Bank notified the Agent and the Borrower of
            its failure to agree any requested consent, waiver or amendment;

      (d)   in no event shall the Bank hereby replaced be required to pay or
            surrender to such replacement Bank or other entity any of the fees
            received by such Bank hereby replaced pursuant to this Agreement;
            and

      (e)   the Borrower's right to replace a Non-Funding Bank is, and shall be,
            in addition to and not in lieu of all other rights and remedies
            available to the Borrower against such Non-Funding Bank under this
            Agreement, at law, in equity or by statute.

      For the purposes of this clause 13.6:

      NON-CONSENTING BANK means any Bank which does not agree to a consent to a
      departure from, or waiver or amendment of, any provision of the Finance
      Documents which has been requested by the Borrower or the Agent where the
      requested consent, waiver or amendment (i) is not one which requires the
      consent of all Banks pursuant to this Agreement and (ii) has been agreed
      to by the Majority Banks; and

      NON-FUNDING BANK means any Bank which has (i) failed to make an Advance it
      is obliged to make under this Agreement and the Agent has determined that
      such Bank is not likely to make such Advance or (ii) given notice to the
      Borrower or the Agent that it will not make, or that it has disaffirmed or
      repudiated any obligation to make, any Advances.

14.   SET-OFF AND PRO-RATA PAYMENTS

14.1  SET-OFF

      The Borrower agrees that each Finance Party may at any time after an Event
      of Default has occurred and whilst it is continuing, notwithstanding any
      settlement of account or other matter whatsoever, combine or consolidate
      all or any of its then existing accounts wheresoever situate (including
      accounts in the name of the Borrower jointly with others), whether such
      accounts are current, deposit, loan or of any other nature whatsoever,
      whether they are subject to notice or not and whether they are denominated
      in Sterling or in any other currency, and set-off or transfer any sum
      standing to the credit of any one or more such accounts in or towards
      satisfaction of any moneys, obligations or liabilities covenanted to be

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      paid by the Borrower or for which the Borrower is liable to such Finance
      Party under the Finance Documents and which, to the extent not then
      payable, shall automatically become payable to the extent necessary to
      effect such set-off. For this purpose each Finance Party is authorised to
      purchase with the moneys standing to the credit of such account such other
      currencies as may be necessary to effect such application. No Finance
      Party shall be obliged to exercise any right given to it by this clause
      14.1. Each Finance Party shall notify the Agent promptly upon the exercise
      or purported exercise of any right of set-off in relation to any member of
      the Group giving full details in relation thereto and the Agent shall
      inform the other Finance Parties.

14.2  PRO-RATA PAYMENTS

(a)   If at any time any Bank (the RECOVERING BANK) receives or recovers any
      amount owing to it by the Borrower under this Agreement by direct payment,
      set-off or in any manner other than by payment through the Agent pursuant
      to clause 8.1 or 8.9 (not being a payment received from a Substitute in
      respect of such Bank's Contribution to the Facility or any other payment
      of an amount due to the Recovering Bank for its sole account pursuant to
      clauses 6.5, 7, 8.5, 12, 13.1 or 13.2), the Recovering Bank shall, within
      two Banking Days of such receipt or recovery (a RELEVANT RECEIPT), notify
      the Agent of the amount of the Relevant Receipt. If the Relevant Receipt
      exceeds the amount which the Recovering Bank would have received if the
      Relevant Receipt had been received by the Agent and distributed pursuant
      to clause 8.1 or 8.9, as the case may be, then:

            (i)   within two Banking Days of demand by the Agent, the Recovering
                  Bank shall pay to the Agent an amount equal (or equivalent) to
                  the excess;

            (ii)  the Agent shall treat the excess amount so paid by the
                  Recovering Bank as if it were a payment made by the Borrower
                  and shall distribute the same to the Banks (other than the
                  Recovering Bank) in accordance with clause 8.9; and

            (iii) as between the Borrower and the Recovering Bank the excess
                  amount so re-distributed shall be treated as not having been
                  paid, but the obligations of the Borrower to the other Banks
                  shall, to the extent of the amount so paid to the Agent, be
                  treated as discharged.

(b)   If any part of the Relevant Receipt subsequently has to be wholly or
      partly refunded by the Recovering Bank (whether to a liquidator or
      otherwise) each Bank to which any part of such Relevant Receipt was so
      re-distributed shall on request from the Recovering Bank repay to the
      Recovering Bank such Bank's pro-rata share of the amount which has to be
      refunded by the Recovering Bank.

(c)   Each Bank shall on request supply to the Agent such information as the
      Agent may from time to time request for the purpose of this clause 14.2.

(d)   Notwithstanding the foregoing provisions of this clause 14.2 no Recovering
      Bank shall be obliged to share any Relevant Receipt which it receives or
      recovers pursuant to legal proceedings taken by it to recover any sums
      owing to it under this Agreement with any other party which has a legal
      right to, but does not, either join in such proceedings or commence and
      diligently pursue separate proceedings to enforce its rights in the same
      or another court (unless the proceedings instituted by the Recovering Bank
      are instituted by it in breach of clause 17.4).

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14.3  NO RELEASE

      For the avoidance of doubt it is hereby declared that failure by any
      Recovering Bank to comply with the provisions of clause 14.2 shall not
      release any other Recovering Bank from any of its obligations or
      liabilities under clause 14.2.

14.4  NO CHARGE

      The provisions of this clause 14 shall not, and shall not be construed so
      as to, constitute a charge by a Bank over all or any part of a sum
      received or recovered by it in the circumstances mentioned in clause 14.2.

15.   ASSIGNMENT, SUBSTITUTION AND LENDING OFFICES

15.1  BENEFIT AND BURDEN

      This Agreement shall be binding upon, and enure for the benefit of, the
      Finance Parties and the Borrower and its respective successors.

15.2  NO ASSIGNMENT BY THE BORROWER

      The Borrower may not assign or otherwise transfer any of its rights or
      obligations under any of the Finance Documents.

15.3  SUBSTITUTION

      Each Bank (an EXISTING BANK) may (subject to clause 15.9) transfer, by way
      of novation (but not by way of assignment or otherwise, save that any Bank
      which is a special purpose entity under collateralised debt obligation
      securitisation arrangements may assign by way of security its rights in
      respect of the Facility as part of such arrangements), all or any part of
      its rights, benefits and/or obligations under this Agreement to another
      person (a SUBSTITUTE):

      (a)   until the Syndication Completion Date, after consultation with the
            Borrower, but without the consent of the Borrower or the other
            Obligors;

      (b)   thereafter, after obtaining the prior written consent of the
            Borrower (such consent not to be unreasonably withheld or delayed)
            but without the consent of any other party; or

      (c)   at any time, without any consultation with or consent from the
            Borrower (in the case of a transfer to another Bank or to a Bank
            Affiliate of a Bank).

      Any such novation shall be effected upon not less than five Banking Days'
      prior notice by delivery to the Agent of a duly completed Substitution
      Certificate duly executed by the Existing Bank and the Substitute. On the
      Transfer Effective Date (as specified and defined in a Substitution
      Certificate so executed and delivered), to the extent that the Commitment
      and Contribution of the Existing Bank are expressed in a Substitution
      Certificate to be the subject of the novation in favour of the Substitute
      effected pursuant to this clause 15.3, by virtue of the counter-signature
      of the Substitution Certificate by the Agent (for itself and the other
      parties to this Agreement) and by virtue of the recording of such
      transfers in the Register (as defined in clause 15.11):

      (d)   the existing parties to this Agreement and the Existing Bank shall
            be released from their respective obligations towards one another
            under this Agreement (DISCHARGED

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            OBLIGATIONS) and their respective rights against one another under
            this Agreement (DISCHARGED RIGHTS) shall be cancelled;

      (e)   the Substitute party to the relevant Substitution Certificate and
            the existing parties to this Agreement (other than such Existing
            Bank) shall assume obligations towards each other which differ from
            the discharged obligations only insofar as they are owed to or
            assumed by such Substitute instead of to or by such Existing Bank;
            and

      (f)   the Substitute party to the relevant Substitution Certificate and
            the existing parties to this Agreement (other than such Existing
            Bank) shall acquire rights against each other which differ from the
            discharged rights only insofar as they are exercisable by or against
            such Substitute instead of by or against such Existing Bank;

      and, on such Transfer Effective Date, the Substitute shall (unless such
      novation is part of the primary syndication process carried out by the
      Arranger) pay to the Agent for its own account a fee of (pound)1,000. The
      Agent shall promptly notify the other Banks and the Borrower of the
      receipt by it of any Substitution Certificate.

15.4  RELIANCE ON SUBSTITUTION CERTIFICATE

      The Agent (on behalf of itself and the Security Agent and the Borrower)
      shall be fully entitled to rely on any Substitution Certificate delivered
      to the Agent in accordance with the foregoing provisions of this clause 15
      which is complete and regular on its face as regards its contents and
      purportedly signed on behalf of the relevant Existing Bank and the
      Substitute and none of the Agent, the Security Agent and the Borrower
      shall have any liability or responsibility to any party as a consequence
      of placing reliance on and acting in accordance with any such Substitution
      Certificate if it proves to be the case that the same was not authentic or
      duly authorised.

15.5  AUTHORISATION OF AGENT

      Each party to this Agreement irrevocably authorises the Agent to
      counter-sign each Substitution Certificate on its behalf for the purposes
      of clause 15.3 without any further consent of, or consultation with, such
      party.

15.6  CONSTRUCTION OF CERTAIN REFERENCES

      If any Bank novates all or any part of its rights, benefits and
      obligations as provided in clause 15.3 all relevant references in this
      Agreement to such Bank shall thereafter be construed as a reference to
      such Bank and/or its Substitute to the extent of their respective
      interests.

15.7  LENDING OFFICES

      Each Bank shall lend through its office at the address specified in
      Schedule 1 or, as the case may be, in any relevant Substitution
      Certificate or through any other office of such Bank selected from time to
      time by such Bank through which such Bank wishes to lend for the purposes
      of this Agreement but subject to clause 15.10. If the office through which
      a Bank is lending is changed pursuant to this clause 15.7, such Bank shall
      notify the Agent promptly of such change.

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15.8  DISCLOSURE OF INFORMATION

      (a)   Any Bank may disclose to (a) a prospective transferee, (b) any other
            person who may propose entering into contractual relations with such
            Bank in relation to this Agreement, (c) any person to whom
            information may be required to be disclosed by any applicable law or
            any regulatory authority or (d) Standard & Poor's Ratings Group,
            Moody's Investor Service, Inc., Fitch, Inc. or another
            internationally recognised rating agency such information obtained
            under this Agreement about the Borrower, the other Acquisition
            Parties and the Group as such Bank shall consider appropriate
            provided that, in relation to a disclosure under (a) and (b) above,
            the person to whom such information is to be given has entered into
            a confidentiality undertaking in the standard form from time to time
            of the Loan Market Association.

      (b)   Notwithstanding any other provision of any Finance Document, each
            party to any Finance Document (and any of its officers, directors,
            employees, representatives, professional advisers, or other agents)
            may (and has since the commencement of discussions with respect to
            the Facility been permitted to) disclose to any and all persons,
            without limitation of any kind:

            (i)   the tax treatment and tax structure (each as defined below) of
                  the Facility; and

            (ii)  all materials of any kind (including opinions or other tax
                  analyses) that are provided to such party relating to such tax
                  treatment or tax structure.

            For the purposes of this clause 15.8(b) the TAX TREATMENT of the
            Facility is the purported or claimed U.S. Federal income tax
            treatment of the Facility, and the TAX STRUCTURE of the Facility is
            any fact that may be relevant to understanding the purported or
            claimed U.S. Federal income tax treatment of the Facility.

15.9  DETAILS OF NOVATIONS

(a)   Other than the Underwriter or with the prior written consent of the
      Underwriter, no Bank may transfer, by way of novation, all or any part of
      its rights, benefits and/or obligations under this Agreement (other than
      to its Bank Affiliate) until the Syndication Completion Date.

(b)   Where a Bank novates part of its rights, benefits and obligations in
      respect of the Facility pursuant to clause 15.3, that Bank must novate
      equal fractions of its Commitment and Contribution (if any) and, if at the
      time when such novation takes effect more than one Advance is outstanding
      under the Facility, the novation of its Contribution shall take effect in
      respect of the same fraction of each Advance.

(c)   The Substitution Certificate relating to any such novation shall be
      completed accordingly.

(d)   No novation shall be effected if, as a consequence of that novation (or as
      a consequence of that and any other novation between the same or related
      parties taking effect at or about the same time), the combined Commitment
      and Contribution of a Bank would be less than approximately
      (pound)5,000,000, or, in respect of any Bank which is not an authorised
      banking institution under the applicable local law, (pound)2,500,000
      (unless such Bank is novating all of its Commitment and Contribution),
      provided, however, that for these purposes persons that are Bank
      Affiliates of each other shall be treated together as one Bank so that
      individual Bank Affiliates may have total Commitments of less than
      (pound)5,000,000 (or, as applicable, (pound)2,500,000) if the total
      Commitments of all such Bank Affiliates together are at least
      (pound)5,000,000 (or, as applicable, (pound)2,500,000).

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15.10 NO ADDITIONAL AMOUNTS

      If any Bank changes its lending office or assigns all or any part of its
      rights or benefits or transfers all or any part of its obligations under
      this Agreement and at the effective date of such change of office,
      transfer or assignment any additional amounts would, but for this clause
      15.10, be payable by the Borrower under clauses 8.5 or 13.2, then the
      obligations of the Borrower under such clauses to such Bank or the
      assignee, transferee or Substitute (as the case may be) shall not, unless
      the Borrower has consented otherwise, exceed what the Borrower's
      obligations would have been (calculated rateably in the case of a partial
      transfer or assignment) had no such change of office, transfer or
      assignment taken place.

15.11 THE REGISTER

(a)   The Agent, acting as the agent of the Borrower for the purposes of clause
      15.3, shall maintain at one of its offices a copy of each Substitution
      Certificate delivered to it and a register for the recordation of the
      names and addresses of the Banks, the Commitment and Contribution of, and
      principal amount of the Advances owing to, each Bank pursuant to the terms
      hereof from time to time (the REGISTER). The entries in the Register shall
      be conclusive, and the Borrower, the Agent and the Banks may treat each
      person whose name is recorded in the Register pursuant to the terms hereof
      as a Bank hereunder for all purposes of this Agreement, notwithstanding
      notice to the contrary.

(b)   Upon its receipt of a duly completed Substitution Certificate executed by
      an Existing Bank and a Substitute, and, if applicable, the fee referred to
      in clause 15.3, the Agent shall accept such Substitution Certificate and
      record the information contained therein in the Register. No transfer
      shall be effective for purposes of this Agreement unless it has been
      recorded in the Register as provided in this clause 15.11.

15.12 BANK AFFILIATES

(a)   It is agreed that notwithstanding any other provision of this Agreement, a
      Bank may elect to fulfil its Commitment in respect of Advances to the
      Borrower by performing its obligations under this Agreement through a
      different lending office or by joining a Bank Affiliate of such Bank as a
      party to this Agreement for this purpose in the manner provided for in
      clause 15.12(b). Having so joined such Bank Affiliate such Bank and such
      Bank Affiliate will be treated as having a single Commitment for the
      purposes of the Facility but, for all other purposes other than mentioned
      in clauses 15.12(b) and 15.12(c), will each be treated as Banks.

(b)   A Bank may provide for a different lending office to participate in
      certain Advances in the manner contemplated in clause 15.12(a) by giving
      notice to this effect under clause 15.7. A Bank may provide for a Bank
      Affiliate to participate in such Advances in such manner by:

            (i)   joining the relevant Bank Affiliate in as a Bank by means of a
                  Substitution Certificate in accordance with clause 15.3 (for
                  which purpose the Bank (as the EXISTING BANK) and the Bank
                  Affiliate (as the SUBSTITUTE) shall adopt, as a single
                  Commitment, such Bank's Commitment in respect of the
                  Facility); and

            (ii)  giving notice to the Agent and the Borrower, detailing in
                  accordance with the relevant Substitution Certificate the
                  Advances in which such Bank Affiliate will participate,

            in which event that Bank and its Bank Affiliate:

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                  (A)   will be treated as having a single Commitment, but, for
                        all other purposes other than that mentioned in clause
                        15.12(c), will be treated as separate Banks; and

                  (B)   shall participate in Advances as contemplated by the
                        notice given pursuant to clause 15.12(b)(ii).

      (c) For the purposes of:

            (i)   compliance with clause 15.3 and

            (ii)  voting in connection with this Agreement or any other Finance
                  Document,

      each  Bank and its Bank Affiliate will be regarded as a single Bank.

16.   APPOINTMENT OF AGENT

16.1  APPOINTMENT

      Each Bank irrevocably appoints the Agent as its agent for the purposes of
      this Agreement and the Intercreditor Agreement and each Finance Party
      irrevocably authorises the Agent in such capacity:

      (a)   (whether or not by or through employees or agents) to take such
            action on such Bank's behalf and to exercise such rights, remedies,
            powers and discretions as are specifically delegated to the Agent by
            this Agreement or the Intercreditor Agreement, together with such
            powers and discretions as are reasonably incidental thereto (but
            subject to any restrictions or limitations specified in this
            Agreement and/or the Intercreditor Agreement). Neither the Agent nor
            the Arrangers shall, however, have any duties, obligations or
            liabilities (whether fiduciary or otherwise) to the other Finance
            Parties beyond those expressly stated in this Agreement and/or the
            Intercreditor Agreement; and

      (b)   to accept on behalf of the Banks the terms of any reliance letter or
            engagement letter relating to the Reports or any reports or letter
            provided by the report providers in connection with the Finance
            Documents or the transactions contemplated therein (including any
            net asset letter in connection with financial assistance procedures)
            and to bind the Banks in respect of such Reports, reports or letters
            and to sign such letters on their behalf and each Bank further
            confirms that it accepts the terms and qualifications set out in
            such letters.

      Notwithstanding that the Agent and the Security Agent may from time to
      time be the same entity, the Agent and Security Agent have entered into
      this Agreement in their separate capacities as agent for the Banks under
      and pursuant to this Agreement and as security trustee for the Finance
      Parties to hold the security created or to be created by the Security
      Documents on the terms set out in the Security Documents and/or in the
      Intercreditor Agreement. However, where this Agreement provides for the
      Agent to communicate with or provide instructions to the Security Agent,
      while the 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 this Agreement provides in certain cases for the same
      to be in writing.

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16.2  AGENT'S ACTIONS

      Any action taken by the Agent under or in relation to this Agreement
      and/or the Intercreditor Agreement with requisite authority, or on the
      basis of appropriate instructions, received from the Majority Banks (or as
      otherwise duly authorised) shall be binding on all the Banks.

16.3  AGENT'S DUTIES

      The Agent shall:

      (a)   promptly notify each Bank of the contents of each notice,
            certificate or other document received by the Agent under or
            pursuant to clause 10;

      (b)   consult with the Banks and the other Finance Parties as to whether
            and, if so, how a discretion vested in the Security Agent is, either
            in any particular instance or generally, to be exercised but so that
            this shall not prevent the Security Agent, in exceptional
            circumstances where time does not permit such consultation and
            urgent action is required, from exercising its rights and powers to
            preserve the security constituted by the Security Documents so long
            as the Security Agent promptly notifies the other Finance Parties
            subsequently of such exercise; and

      (c)   (subject to the other provisions of this clause 16) take such action
            or, as the case may be, refrain from taking such action with respect
            to the exercise of any of its rights, remedies, powers and
            discretions as agent, as the Majority Banks may reasonably direct.

16.4  AGENT'S RIGHTS

      The 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 the Majority Banks,
            and shall be fully protected in so doing;

      (b)   unless and until it shall have received directions from the Majority
            Banks, take such action, or refrain from taking such action, in
            respect of a Default of which the Agent has actual knowledge as it
            shall deem advisable in the best interests of the Banks (but shall
            not be obliged to do so);

      (c)   refrain from acting in accordance with any instructions of the
            Majority Banks to institute any legal proceedings arising out of or
            in connection with this Agreement and/or the Intercreditor Agreement
            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 Bank as the person entitled to the benefit
            of the Contribution of such Bank for all purposes of this Agreement
            and the Intercreditor Agreement unless and until a Substitution
            Certificate shall have been filed with the Agent and shall have
            become effective, and (ii) the office set opposite the name of each
            Bank in Schedule 1 or, as the case may be, in any relevant
            Substitution Certificate as such Bank's lending office unless and
            until a written notice of change of lending office shall have been
            received by the Agent; and the Agent may act upon any such notice
            unless and until the same is superseded by a further such notice;

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

16.5  NO LIABILITY OF ARRANGER AND AGENT

      Neither the Arranger nor the Agent or any of their respective employees
      and agents shall:

      (a)   be obliged to request any certificate or opinion under any provision
            of the Finance Documents or to make any enquiry as to the use of the
            proceeds of the Facility unless (in the case of the Agent) so
            required in writing by any Bank, in which case the Agent shall
            promptly make the appropriate request of the Borrower; or

      (b)   be obliged to make any enquiry as to any breach or default by the
            Borrower or any Acquisition Party or any other member of the Group
            in the performance or observance of any of the provisions of any
            Finance Document or as to the existence of a Default unless (in the
            case of the Agent) the Agent has actual knowledge thereof or has
            been notified in writing thereof by a Bank, in which case the Agent
            shall promptly notify the Banks of the relevant event or
            circumstance; or

      (c)   be obliged to enquire whether or not any representation or warranty
            made by the Borrower or any Acquisition Party or any other member of
            the Group pursuant to any 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 Finance Party 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 Finance
            Document other than on the instructions of the Majority Banks; or

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

      For the purposes of this clause 16 the 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 Agent may become aware in the context of
      corporate finance, advisory or lending activities from time to time
      undertaken by the Agent for the Borrower 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.

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16.6  NON-RELIANCE ON ARRANGER OR AGENT

      Each Finance Party acknowledges, by virtue of its execution of this
      Agreement or, as the case may be, a Substitution Certificate, that it has
      not relied on any statement, opinion, forecast or other representation
      (including, without limitation, anything contained in the Information
      Memoranda) made by the Arranger or the Agent to induce it to enter into
      this Agreement or any other Finance Document and that it has made and will
      continue to make, without reliance on the Agent or the Arranger and based
      on such documents as it considers appropriate, its own appraisal of the
      creditworthiness of the Borrower and the Group and its own independent
      investigation of the financial condition, prospects and affairs of the
      Borrower and the Group in connection with the making and continuation of
      the Facility under this Agreement and the other Finance Documents. Neither
      the Arranger nor the Agent shall 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 Finance Party with any credit or other
      information with respect to the Borrower or any other member of the Group
      whether coming into its possession before the making of any Advance or at
      any time or times thereafter, other than (in the case of the Agent) as
      provided in clauses 16.3(a) and 16.5(a).

16.7  NO RESPONSIBILITY ON ARRANGER OR AGENT FOR CERTAIN MATTERS

      Neither the Arranger nor the Agent shall have any responsibility or
      liability to any Finance Party:

      (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
            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 in the Information Package or any of
            the 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 Finance Documents
            or of any certificate, report or other document executed or
            delivered under any of the 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 Security Documents
            have been so deposited; or

      (f)   to investigate or make any enquiry into the title of the Charging
            Group to any of the Charged Assets; or

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

      (h)   for the failure to register any of the Security Documents in
            accordance with the provisions of the documents of title of the
            Charging Group to any of the Charged Assets; or

      (i)   for the failure to effect or procure the registration of any
            floating charge created by any of the 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

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      (j)   for the failure to take or require the Borrower or any other member
            of the Charging Group to take any steps to render any of the
            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

      (k)   (save as otherwise provided in this clause 16) for taking or
            omitting to take any other action under or in relation to the
            Security Documents or any aspect thereof; or

      (l)   on account of the failure of the Security Agent to perform or
            discharge any of its duties or obligations under the Security
            Documents; or

      (m)   (save as otherwise provided in this clause 16) otherwise in
            connection with the Facility or their negotiation or for acting (or,
            as the case may be, refraining from acting) in accordance with the
            instructions of the Majority Banks.

16.8  RELIANCE ON DOCUMENTS AND PROFESSIONAL ADVICE

      The Arranger and the 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 Agent's employment).

16.9  OTHER DEALINGS

      The Arranger and the Agent may, without any liability to account to the
      other Finance Parties, 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 Borrower or any Acquisition Party or any of their
      respective Subsidiaries, Affiliates or associated companies or any of the
      Finance Parties as if it were not the Arranger or the Agent, as the case
      may be.

16.10 RIGHTS OF AGENT AS BANK; NO PARTNERSHIP

      With respect to its own Commitment and Contribution (if any) the Agent
      shall have the same rights and powers under this Agreement and the
      Security Documents as any other Bank and may exercise the same as though
      it were not performing the duties and functions delegated to it under this
      Agreement and/or the Intercreditor Agreement and the term BANKS shall,
      unless the context clearly otherwise indicates, includes the Agent in its
      individual capacity as Bank. This Agreement shall not and shall not be
      construed so as to constitute a partnership between the parties or any of
      them.

16.11 AMENDMENTS AND WAIVERS

(a)   MAJORITY BANK MATTERS

      Subject to clause 16.11(b) and (c) the Agent may, with the consent of the
      Majority Banks (or if and to the extent expressly authorised by the other
      provisions of this Agreement) and, if so instructed by the Majority Banks,
      shall: (i) agree amendments or modifications to this Agreement with the
      Borrower and/or vary or waive breaches of, or defaults under, or otherwise
      excuse performance of, any provision of this Agreement by the Borrower;
      and/or (ii) authorise the Security Agent (on behalf of the Finance
      Parties) to agree amendments or modifications to the Security Documents
      with the Borrower (on behalf of all members of the Charging Group) and/or
      vary or waive breaches of, or defaults under, or otherwise excuse

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      performance of, any provision of any of the Security Documents by any
      member of the Charging Group.

      Any such action so authorised and effected by the Agent shall be
      documented in such manner as the Agent shall (with the approval of the
      Majority Banks) determine, shall be promptly notified to the Banks by the
      Agent and (without prejudice to the generality of clause 16.2) shall be
      binding on all the Banks.

(b)   ALL BANK MATTERS; SECURITY

      Except with the prior written consent of all the Banks, the Agent shall
      not have authority on behalf of the Banks to authorise the Security Agent
      to agree amendments or modifications to the Security Documents with the
      members of the Charging Group (or the Borrower on their behalf) and/or
      vary or waive breaches of, or defaults under, or otherwise excuse
      performance of, any provision of any of the Security Documents by any
      member of the Charging Group if the effect of such would be to (i) release
      any member of the Charging Group from the security constituted by any
      Security Document (provided that where such release of a member of the
      Charging Group arises as a result of a permitted disposal of such member
      pursuant to clause 10.6(f), no such consent of the Banks shall be
      required), (ii) release any of the Charged Assets from the security
      constituted by any Security Document other than any such release as part
      of a disposal which is not restricted by the terms of this Agreement,
      (iii) release any member of the Charging Group from any of its guarantee
      or other assurance obligations under any of the Security Documents or (iv)
      agree with the Borrower or any other member of the Charging Group any
      amendment of, or action in relation to, any of the Security Documents
      which would have the effect of (x) extending the due date or reducing the
      amount of any payment under any Security Document or (y) changing the
      currency in which any amount is payable under any Security Document.

(c)   ALL BANK MATTERS; GENERAL

      Except with the prior written consent of all the Banks, the Agent shall
      not have authority on behalf of the Banks to agree with the Borrower any
      amendment or modification to this Agreement or to vary or waive breaches
      of or defaults under or otherwise excuse performance of any provision of
      this Agreement by the Borrower, if the effect of such would be to (i)
      reduce the applicable Margin, (ii) postpone the due date or reduce the
      amount of any scheduled payment of principal, interest, commitment
      commission or other amount payable by the Borrower under this Agreement,
      (iii) change the currency in which any amount is payable by the Borrower
      under this Agreement, (iv) increase any Bank's Commitment, (v) extend any
      period during which a Drawdown Notice may be delivered, (vi) change the
      definition of MAJORITY BANKS in clause 1.1, (vii) change any provision of
      this Agreement which expressly requires the approval or consent of all the
      Banks such that the relevant approval or consent may be given otherwise
      than with the sanction of all the Banks, (viii) change the order of
      distribution under clause 8.9, (ix) change clause 14.2 or (x) change this
      clause 16.11.

(d)   DEEDS OF ADHERENCE

      For the purposes of this clause 16.11 it is expressly agreed and
      acknowledged that the execution of a guarantee and/or deed of adherence by
      a new Subsidiary or other charging company or any deed or instrument
      pursuant to a further assurance provision in the Security Documents shall
      not constitute an amendment or modification to, or variation of, any of
      the Security Documents.

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16.12 REIMBURSEMENT AND INDEMNITY BY BANKS

      Each Bank shall reimburse the Arranger and the Agent (rateably in
      accordance with its Commitment), to the extent that the Arranger or the
      Agent is not reimbursed by the Borrower, for the costs, charges and
      expenses incurred by the Arranger and the Agent in connection with the
      preparation and distribution of the Information Memoranda and advertising
      in connection with this Agreement as agreed between the Borrower and the
      Arranger 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 any
      of the Finance Documents including (in each case) the fees and expenses of
      legal or other professional advisers. Each Bank shall on demand indemnify
      the Agent (rateably in accordance with its Commitment) against all
      liabilities, damages, costs and claims whatsoever incurred by the Agent in
      connection with any of the Finance Documents or the performance of its
      duties under the Finance Documents or any action taken or omitted by the
      Agent under any of the Finance Documents, unless such liabilities,
      damages, costs or claims arise from the Agent's own gross negligence or
      wilful misconduct. The Borrower shall counter-indemnify the Banks against
      all payments by them under this clause 16.12.

16.13 RETIREMENT OF AGENT AND SECURITY AGENT

(a)   The Agent may (following consultation with the Borrower) retire from its
      appointment as Agent under this Agreement and the Intercreditor Agreement
      having given to the Borrower and each of the Banks 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 Banks as a successor
      agent:

            (i)   a Bank nominated by the Majority Banks or, failing such a
                  nomination,

            (ii)  any reputable and experienced bank or institution with offices
                  in London nominated by the Agent.

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

(b)   Upon any such successor as aforesaid being appointed, the retiring Agent
      shall be discharged from any further obligation under this Agreement and
      the Intercreditor Agreement (but shall continue to have the benefit of
      this clause 16 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 to this Agreement shall have the same rights and obligations among
      themselves as they would have had if such successor had been a party to
      this Agreement in place of the retiring Agent. The retiring Agent shall
      (at the expense of the Borrower) provide its successor with copies of such
      of its records as its successor reasonably requires to carry out its
      functions as such.

16.14 CHANGE OF REFERENCE BANKS

      If (a) the whole of the Contribution (if any) of any Reference Bank is
      prepaid, (b) the Commitment (if any) of any Reference Bank is reduced to
      zero in accordance with clause 16.5 or 13.1, (c) a Reference Bank novates
      the whole of its rights and obligations (if

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      any) as a Bank under this Agreement or (d) a Reference Bank ceases to
      provide quotations to the Agent upon request for the purposes of Schedule
      4 or for the purposes of determining LIBOR (where such quotations are
      required having regard to the definition of LIBOR in clause 1.1) the Agent
      may, acting on the instructions of the Majority Banks, terminate the
      appointment of such Reference Bank and with the consent of the Borrower
      (such consent not to be unreasonably withheld or delayed) appoint another
      Bank to replace such Reference Bank.

16.15 UNDERWRITERS

      The Underwriter has no obligations of any kind to any other party under
      any Finance Document and references to the ARRANGER in clauses 16.5 to
      16.9 shall be deemed to include a reference to the Underwriter.

17.   DECISIONS OF BANKS AND AGENT

17.1  OBLIGATIONS SEVERAL

      The obligations of each Bank under this Agreement are several; the failure
      of any Bank to perform such obligations shall not relieve any other
      Finance Party or the Borrower of any of their respective obligations or
      liabilities under this Agreement nor shall any Finance Party be
      responsible for the obligations of any other Finance Party under this
      Agreement (except to the extent that any person has obligations in
      different Finance Party capacities).

17.2  INTERESTS SEVERAL

      Notwithstanding any other term of this Agreement (but without prejudice to
      the provisions of this Agreement relating to or requiring action by the
      Majority Banks) the interests of the Finance Parties are several and the
      amount due to each of the Finance Parties is a separate and independent
      debt. Without prejudice to any other provision of this Agreement
      (including any requirement for action to be approved or instigated by, or
      with the consent or approval of, the Majority Banks and, without
      limitation, clause 17.4), each of the Finance Parties shall have the right
      to protect and enforce its rights arising out of this Agreement and it
      shall not be necessary for any other Finance Party to be joined as an
      additional party in any proceedings for this purpose.

17.3  MAJORITY BANKS

(a)   Where this Agreement or any of the Borrower Security Documents provides
      for any matter to be determined by reference to the opinion of the
      Majority Banks or to be subject to the consent or request of the Majority
      Banks or for any action to be taken on the instructions of the Majority
      Banks, such opinion, consent, request or instructions shall (as between
      the Banks) only be regarded as having been validly given or issued by the
      Majority Banks if all the (or, as applicable, all the relevant) Banks
      shall have received prior notice of the matter on which such opinion,
      consent, request or instructions are required to be obtained and the
      relevant majority of (relevant) Banks shall have given or issued such
      opinion, consent, request or instructions, but so that (as between the
      Borrower and the Finance Parties) the Borrower shall be entitled (and
      bound) to assume that such notice shall have been duly received by each
      Bank and that the relevant majority shall have been obtained to constitute
      Majority Banks whether or not this is the case.

(b)   If, within 10 Banking Days of the Agent despatching to each (relevant)
      Bank a notice requesting instructions (or confirmation of instructions)
      from the (relevant) Banks or the agreement of the (relevant) Banks to any
      amendment, modification, waiver, variation or

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      excuse of performance for the purposes of, or in relation to, any of the
      Finance Documents, the Agent has not received a reply specifically giving
      or confirming or refusing to give or confirm the relevant instructions or,
      as the case may be, approving or refusing to approve the proposed
      amendment, modification, waiver, variation or excuse of performance, then
      (irrespective of whether such (relevant) Bank responds at a later date)
      the Agent shall treat any (relevant) Bank which has not so responded as
      having indicated a desire to be bound by the wishes of 66 2/3 per cent. of
      those (relevant) Banks (measured in terms of the relevant Commitments of
      those (relevant) Banks) which have so responded.

(c)   For the purposes of this clause 17.3, any (relevant) Bank which notifies
      the Agent of a wish or intention to abstain on any particular issue shall
      be treated as if it had not responded.

(d)   This clause 17.3 shall not apply in relation to those matters referred to
      in, or the subject of, clause 16.11(b) and 16.11(c).

17.4  BANKS ACTING TOGETHER

      If the Agent makes a declaration under clause 11.2 the Agent shall, in the
      names of all the Banks, take such action on behalf of the Banks and
      conduct such negotiations with the Borrower and any other members of the
      Group and generally administer the Advances in accordance with the wishes
      of the Majority Banks. All the Banks shall be bound by the provisions of
      this clause 17.4 and no Bank shall be entitled to take action
      independently against the Borrower or any other member of the Group
      without the consent of the Majority Banks.

18.   CASH COLLATERAL ACCOUNTS

18.1  APPLICATIONS AND WITHDRAWALS

      Each amount from time to time standing to the credit of a Cash Collateral
      Account shall be applied in accordance with the relevant provisions of the
      Finance Documents and no other withdrawals may be made from any Cash
      Collateral Account without the consent of the Agent.

18.2  SECURITY OVER CASH COLLATERAL ACCOUNTS

      The Borrower shall, or shall procure that the relevant other member of the
      Group shall, execute such further documents as are necessary to ensure
      that each Cash Collateral Account is charged in favour of the Security
      Agent to the satisfaction of the Agent.

18.3  INTEREST AND BROKEN DEPOSITS

(a)   Each amount from time to time standing to the credit of a Cash Collateral
      Account shall bear interest by reference to successive deposit periods at
      the rate at which the Security Agent or, as the case may be, the Cash
      Collateral Account Bank pays interest on deposits for such period from its
      corporate customers but the Borrower acknowledges that none of the Finance
      Parties shall have any responsibility to it for any loss occasioned as a
      consequence of the application of the amount standing to the credit of any
      Cash Collateral Account prior to the last day of any such deposit period,
      such application being expressly permitted by the terms of the Finance
      Documents.

(b)   In respect of each Cash Collateral Account, provided no Default shall have
      occurred and be continuing, the Security Agent or, as the case may be, the
      Cash Collateral Account Bank shall, at the request of the Borrower, pay to
      the Borrower any interest that has accrued on the

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      amount standing to the credit of such Cash Collateral Account. Such
      interest shall be paid at six-monthly intervals or on such days that the
      principal amount standing to the credit of such Cash Collateral Account is
      reduced to zero pursuant to the terms of this Agreement.

18.4  PAYMENTS IN ACCORDANCE WITH THE SENIOR FACILITIES AGREEMENT

      Where this Agreement requires any amount to be paid into a Cash Collateral
      Account, so long as the Senior Facilities Agreement is still in existence
      then any payment into a Cash Collateral Account in accordance with the
      terms of the Senior Facilities Agreement shall satisfy such requirement
      under this Agreement.

19.   NOTICES AND OTHER MATTERS

19.1  OBLIGATIONS UNCONDITIONAL

      The obligations of the Borrower under this Agreement and the Borrower
      Security Documents are unconditional and irrevocable (subject to the
      express provisions of this Agreement or any Borrower Security Document)
      and shall not be in any way affected or discharged by reason of any matter
      affecting the Transaction Documents including, without limitation, any
      breach or alleged breach of the same or any claim that the Borrower or any
      other member of the Group has, or considers that it has, against any other
      party to the Transaction Documents. The Borrower acknowledges that any
      authorisation given under this Agreement or any Borrower Security Document
      by a Finance Party in relation to the Transaction Documents shall not
      constitute any representation or warranty by such (or any) Finance Party
      as to the adequacy or effectiveness of such documents, the purchase
      consideration payable by the Borrower, the commercial advisability of the
      Borrower entering into the arrangements contemplated thereby or otherwise.

19.2  ADDRESS FOR NOTICE

      Every notice, request, demand or other communication under this Agreement
      shall:

      (a)   be in writing delivered personally or by first-class prepaid letter
            (airmail if available) or telefax;

      (b)   be deemed to have been received, subject as otherwise provided in
            this Agreement, in the case of a letter, when delivered personally
            or 3 days after it has been put into the post and, in the case of a
            telefax, when a complete and legible copy is received by the
            addressee (unless the time of despatch of any telefax is after close
            of business in which case it shall be deemed to have been received
            at the opening of business on the next business day); and

      (c)   be sent:

            (i)   to the Borrower at:

                  Premier House
                  Centrium Business Park
                  Griffiths Way,
                  St. Albans
                  Herts AL1 2RE

                  Telefax:   01727 815980
                  Attention: Paul Leach

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                  with a copy to:

                  Hicks, Muse, Tate & Furst Limited
                  21 Grosvenor Place
                  London SW1X 7HF

                  Telefax:   020 7201 2222
                  Attention: Lyndon Lea

            (ii)  to the Agent and the Security Agent at:

                  125 London Wall
                  London EC2Y 5AJ

                  Telefax:   020 7777 2360
                  Attention: Amy Redfearn, Agency Loans Department

            (iii) to J.P. Morgan plc as the Arranger at:

                  125 London Wall
                  London EC2Y 5AJ

                  Telefax:   020 7777 4788
                  Attention: John Empson

            (iv)  JPMorgan Chase Bank as the Underwriter at:

                  125 London Wall
                  London EC2Y 5AJ

                  Telefax:   020 7777 4783
                  Attention: Kay Walsh

            (v)   to each Bank at its address or telefax number specified in
                  Schedule 1 or in any relevant Substitution Certificate,

                  or to such other address or telefax number as is notified by
                  the Borrower or a Finance Party, as the case may be, to the
                  Agent and the Agent shall promptly notify the other parties
                  hereto of any such change.

19.3  NOTICE TO AGENT

      Every notice, request, demand or other communication under this Agreement
      to be given by the Borrower to any other party shall be given to the Agent
      for onward transmission as appropriate and to be given to the Borrower
      shall (except as otherwise provided in this Agreement) be given by the
      Agent.

19.4  NO IMPLIED WAIVER, REMEDIES CUMULATIVE

      No failure or delay on the part of the Finance Parties or any of them to
      exercise any power, right or remedy under this Agreement or any Borrower
      Security Document shall operate as a waiver thereof, nor shall any single
      or partial exercise by the Finance Parties or any of them of any power,
      right or remedy preclude any other or further exercise thereof or the
      exercise of any other power, right or remedy. The remedies provided in
      this Agreement and each of the

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      Borrower Security Documents are cumulative and are not exclusive of any
      remedies provided by law.

19.5  COUNTERPARTS

      This Agreement may be executed in any number of counterparts and by the
      different parties on separate counterparts, each of which when so executed
      and delivered shall be an original, but all counterparts shall together
      constitute one and the same instrument.

19.6  CONFLICTS

(a)   The Borrower acknowledges that JPMorgan Chase Bank and its parent
      undertakings, subsidiary undertakings and fellow subsidiary undertakings
      (together the ARRANGER GROUP) may be providing debt finance, equity
      capital or other services (including financial advisory services) to other
      persons with which the Borrower may have conflicting interests in respect
      of the Facility or otherwise.

(b)   No member of the Arranger Group shall use confidential information from
      the Borrower by virtue of the Facility or its relationships with the
      Borrower in connection with their performance of services for other
      persons. This shall not, however, affect any obligations that any member
      of the Arranger Group has as Agent in respect of the Finance Documents.
      The Borrower also acknowledges that no member of the Arranger Group has
      any obligation to use or furnish to the Borrower information obtained from
      other persons for its benefit.

(c)   The terms PARENT UNDERTAKING, SUBSIDIARY UNDERTAKING and FELLOW
      UNDERTAKING when used in this clause have the meaning given to them in
      sections 258 and 259 of the Act.

19.7  COMMUNICATIONS INDEMNITY

      The Borrower shall indemnify each Finance Party against any cost, claim,
      loss, expense (including legal fees) or liability together with any VAT
      thereon which any of the Finance Parties may sustain or incur as a
      consequence of any telefax communication purporting to originate from a
      member of the Group to the Agent or the Security Agent being made or
      delivered fraudulently (unless such cost, claim, loss, expense or
      liability is caused by the gross negligence or wilful misconduct of such
      Finance Party). For avoidance of doubt, the Borrower shall only be liable
      under this indemnity in respect of telefax communications originating or
      purportedly originating from a member of the Group. Neither the Agent nor
      the Security Agent shall be liable for any damages arising from the use by
      unauthorised persons of information or other materials sent through
      electronic, telecommunications or other information transmission systems
      that are intercepted by such persons.

19.8  NOTICE OF THE END OF THE FINANCE PERIOD

      Upon each of the Finance Parties and each of the members of the Group
      ceasing to have any actual or contingent liabilities or obligations under
      any of the Finance Documents, the Agent shall promptly notify the Borrower
      that the end of the Finance Period has occurred.

19.9  THIRD PARTY RIGHTS

      No term of this Agreement, other than clause 12.3, is enforceable by a
      person who is not a party to this Agreement. Each person referred to in
      clause 12.3 which is not a party to this Agreement (a RELEVANT THIRD
      PARTY) shall have the right to enforce its respective rights against the
      parties to this Agreement under such clauses provided that the Finance
      Party to which such Relevant Third Party is or was connected may, by
      agreement with the Borrower,

                                       87

<PAGE>

      vary the rights conferred on such Relevant Third Party by such clauses
      (without the consent of any Relevant Third Party and shall not be liable
      to any Relevant Third Party for any of its acts or omissions under this
      clause 19.9).

20.   GOVERNING LAW

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

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

                                       88

<PAGE>

                                   SCHEDULE 1

                         THE BANKS AND THEIR COMMITMENTS

<TABLE>
<CAPTION>
BANK                                                           COMMITMENT
                                                                 (POUND)
<S>                                                            <C>
-------------------------------------------------------------------------
JPMORGAN CHASE BANK                                            75,000,000
-------------------------------------------------------------------------
</TABLE>

                                       89

<PAGE>

                                   SCHEDULE 2

                             FORM OF DRAWDOWN NOTICE

                                     PART 1

To:   J.P. Morgan Europe Limited
      125 London Wall                                                     [DATE]
      London EC2Y 5AJ

      Attention: Amy Redfearn, Agency Loans Department

Dear Sirs,

                          SENIOR SUBORDINATED FACILITY
                    AGREEMENT DATED [_] 2003 (THE AGREEMENT)

We refer to the Agreement and hereby give you notice that we wish to draw an
Advance under the Facility in the sum of [(pound)_] on _ with payment to be made
in accordance with our irrevocable instructions to you contained in clause 8.2
of the Agreement. [We select a first Interest Period in respect thereof of
............... months.] [The first Interest Period in respect thereof to expire
on ............................. _]

We confirm that the entire Advance will be used for the purposes described in
clause 2.1 of the Agreement.

We confirm that:

(a)   no event or circumstance has occurred and is continuing which constitutes
      a Default; and

(b)   the representations and warranties contained in clause 9.1[, 9.2] and 9.3
      of the Agreement which are repeated in accordance with clause 9.4 of the
      Agreement are true and correct in all material respects at the date hereof
      as if made with respect to the facts and circumstances existing at such
      date.

Words and expressions defined in the Agreement shall have the same meanings
where used herein.

                              For and on behalf of
                            PREMIER FINANCING LIMITED

                              .....................
                                    Director

                                       90

<PAGE>

                                   SCHEDULE 3

             DOCUMENTS AND EVIDENCE REQUIRED AS CONDITIONS PRECEDENT

                                     PART 1

1.    CORPORATE

1.1   A certificate from Premier Holdings, Newco 1, HMTF Poultry, the Borrower
      and each other Obligor incorporated in England and Wales in the form of
      annex 1 to this Schedule 3, together with all the documents referred to
      therein.

1.2   A certificate from Cayman 1 and each Obligor incorporated outside England
      and Wales substantially in the form of annex 1 to this Schedule 3 with
      appropriate amendments taking into account its jurisdiction of
      incorporation, together with all the documents referred to therein.

2.    CREDIT DOCUMENTS

2.1   This Agreement, duly executed by all parties to it.

2.2   The agreed form amendment letter in respect of the Senior Facilities
      Agreement, duly executed by all parties to it.

2.3   The Third Fee Letters duly executed by the Borrower.

3.    SECURITY DOCUMENTS

3.1   The Intercreditor Agreement, duly executed by all parties to it.

3.2   The Group Debenture duly executed by the Borrower, Premier Holdings and
      each of the Original Charging Subsidiaries.

3.3   The Share Pledges, duly executed by each of the parties thereto (other
      than the Security Agent).

3.4   The Bond and Floating Charges duly executed by each of the parties thereto
      (other than the Security Agent).

3.5   The Standard Securities duly executed by each of the parties thereto
      (other than the Security Agent).

3.6   The Jonker Fris Security Documents duly executed by Jonker Fris B.V.

3.7   The Intercompany Loan Subordination Deed duly executed by Newco 1 and the
      Borrower.

3.8   The Investors' Undertaking duly executed by each of Cayman 1, Newco 1 and
      Premier Holdings.

3.9   The Voting Undertaking duly executed by Cayman 1.

                                       91

<PAGE>

3.10  The Premier Holdings/Borrower Subordination Deed duly executed by Premier
      Holdings and the Borrower.

3.11  The HMTF Poultry/Borrower Subordination Deed, duly executed by HMTF
      Poultry and the Borrower.

4.    OPINIONS

4.1   An opinion of Allen & Overy, English legal advisers to the Agent.

4.2   Local law legal opinions from legal advisers to the Agent in the
      jurisdictions in which Cayman 1 and each Obligor is incorporated.

5.    FINANCIAL

      A letter from the Auditors confirming that they continue to be appointed
      as the auditors of the Borrower and confirming that they will provide the
      Auditors' reports in accordance with this Agreement.

6.    MISCELLANEOUS

      A certificate signed by a director of the Borrower confirming that it is
      in compliance with clause 10.2(f)(ii).

                                       92

<PAGE>

                                     PART 2

1.    If entities constituting the Target are to be acquired, the Borrower, or a
      Purchaser, will acquire 100 per cent. of the ownership interests in those
      entities (which shall be limited liability entities);

2.    The Agent has received (in form and substance satisfactory to it (acting
      reasonably)) certified copies of board resolutions of:

      (a)   the Borrower and (if a different entity) the Purchaser making the
            relevant Acquisition approving the Acquisition and the Advance of
            the Facility; and

      (b)   the Target, approving the Security Documents to be entered into in
            accordance with paragraph 10 below;

3.    The Agent has received a certificate of an authorised officer of the
      Borrower confirming that no default is outstanding in respect of the High
      Yield Bonds, together with a legal opinion from Weil, Gotshal & Manges
      addressed to the Senior Finance Parties and the Finance Parties (in the
      same form (save for any consequential amendments) as the legal opinion of
      Weil Gotshal & Manges, dated 27 May 2002, addressed to the Senior Finance
      Parties) confirming that no breach of the High Yield Bonds will occur as a
      result of the Acquisition or the utilisation of the Facility;

4.    The Agent has (a) received evidence that, or is otherwise satisfied that,
      all governmental and third party approvals necessary in connection with
      the relevant Acquisition have been obtained (without any conditions which
      are not acceptable to the Agent (acting reasonably)) and (b) received
      evidence that, or is otherwise satisfied that, (i) all relevant
      competition authorities have decided not to initiate proceedings in
      respect of the relevant Acquisition or (ii) the time limit for them to do
      so has expired without a decision to initiate such proceedings or (iii)
      there are no grounds on which such proceedings may be brought or (iv) no
      remedies or conditions will result from any such reference or proceedings
      which would be reasonably likely to be materially prejudicial to the
      Senior Finance Parties or the Finance Parties.

5.    The Agent has received evidence or is otherwise satisfied that the
      relevant Acquisition Agreement has become in all respects unconditional in
      respect of the Acquisition (other than as to the payment of the purchase
      price for the Acquisition, to the extent funded by the Facility) and that
      the Acquisition will complete simultaneously with the receipt by the
      Vendor of the proceeds of the relevant Advances;

6.    The Agent has received a funds flow statement (including a statement of
      all anticipated transaction costs) relating to the Acquisition (which is
      satisfactory to the Agent (acting reasonably));

7.    The Agent has received a certificate from an authorised officer of the
      Borrower confirming that:

      (a)   the arrangements for the Acquisition are in compliance in all
            material respects with applicable laws and that no provision of any
            Acquisition Agreement has been amended, extended, supplemented,
            waived or otherwise modified in a manner which

                                       93

<PAGE>

            would reasonably be expected to be prejudicial in any material
            respect to the interests of the Senior Finance Parties or the
            Finance Parties under the Senior Finance Documents or the Finance
            Documents respectively;

      (b)   the proposed utilisation of the Facility and, if being drawn at the
            same time in order to fund the Acquisition, the Working Capital
            Facility (as defined in the Senior Facilities Agreement) would not
            render the Borrower or any other relevant borrower in breach of any
            restriction on borrowings applicable to the Borrower or such other
            borrower in its respective constitutional documents;

      (c)   immediately following the completion of the Acquisition, the Target
            will have no Encumbrances other than Permitted Encumbrances; and

      (d)   immediately following the completion of the Acquisition, the Target
            will have no Borrowed Money other than as permitted by the Senior
            Facilities Agreement and this Agreement;

8.    Prior to the Borrower or (if different) the Purchaser entering into any
      commitment in respect of the Acquisition, the Agent has received originals
      of each of the Reports duly addressed to (or capable of being relied upon
      by) the Senior Finance Parties and the Finance Parties (in each case, in
      form and substance satisfactory to the Agent (acting reasonably)).

9.    The Agent has received pro forma financial statements in respect of the
      Target, in each case prepared by a reputable accountancy firm, for (a) the
      previous complete financial year (of 12 months) and (b) the most recently
      completed 12 month period, showing that the Target (on a consolidated
      basis, if it has subsidiaries) has had positive EBITDA during both that
      financial year and 12 month period;

10.   Immediately upon completion of the Acquisition, each of the entities
      comprising the Target shall become a Charging Subsidiary and grant first
      ranking (in favour of the Senior Finance Parties) and, on the same terms,
      second ranking (in favour of the Finance Parties) security over the
      ownership interests in and all of the assets of those entities, in each
      case in form and substance satisfactory to the Agent (acting reasonably)
      (together with legal opinions relating thereto in form and substance
      satisfactory to the Agent (acting reasonably)), unless and to the extent
      that (i) the execution, delivery and granting of such security would be
      unavoidably unlawful or is prohibited by statute or beyond the corporate
      power of the company or corporation concerned (and then only if such
      corporate power cannot be modified or extended to allow such execution,
      delivery and granting of security) or would be reasonably likely to result
      in the directors of the company or corporation concerned incurring actual
      personal liabilities or (ii) the Agent has determined in its reasonable
      discretion that the costs (including with respect to mortgage transfer and
      other taxes) of obtaining or administering such security would be
      excessive in relation to the value of the security to be afforded thereby
      or to the extent that obtaining such security would otherwise be
      impracticable, provided that at all times:

      (a)   the pro forma Consolidated EBITDA of the Charging Group (for this
            purpose measured as if references in the definition of Consolidated
            EBITDA to the "Group" were references to the "Charging Group") is at
            least 95 per cent. of the Consolidated EBITDA of the Group;

      (b)   the pro forma consolidated turnover of the Charging Group is at
            least 95 per cent. or more of the consolidated turnover of the
            Group; and

                                       94

<PAGE>

      (c)   the pro forma consolidated total assets of the Charging Group is at
            least 95 per cent. or more of the consolidated total assets of the
            Group,

      in each case tested on a rolling 12 months basis as at the end of each
      Quarter by reference to the most recent management accounts for such
      Quarter delivered in accordance with clause 10.1(b)(ii) and the most
      recent audited financial statements delivered in accordance with clause
      10.1(b)(i), but assuming that the Target was acquired on the first day of
      such 12 month period;

11.   The Target does not have any material contingent liabilities save to the
      extent indemnified by the Vendor concerned or insured against or otherwise
      taken into account on a pound-for-pound basis, in each case to the
      satisfaction of the Agent (acting reasonably);

12.   The Acquisition shall be on arm's length terms and certified copies of the
      Acquisition Agreements shall be provided to the Agent in form and
      substance satisfactory to the Agent (acting reasonably);

13.   At least 5 Banking Days prior to the Borrower or (if different) the
      Purchaser entering into any commitment in respect of such Acquisition, the
      Agent shall have received a revised version of the Financial Model, in
      form and substance satisfactory to the Agent (acting reasonably),
      reflecting the proposed Acquisition therein (as set out in the Acquisition
      Agreements), which shows that:

      (a)   the Acquisition would not lead to there being less than 10 per cent.
            headroom in respect of the Financial Covenants (other than the
            Capital Expenditure covenant) due to be tested on, and in respect of
            the Financial Covenant testing period ending on, the Financial
            Covenant testing date immediately following completion of the
            Acquisition;

      (b)   after consolidating the Target's accounts (consolidated accounts, if
            it has Subsidiaries) with those of the Group in respect of the
            previous twelve months on a pro forma basis, the Borrower would have
            had not less than 10% headroom in respect of the Financial Covenants
            (other than the Capital Expenditure covenant) due to be tested on,
            and in respect of the Financial Covenant testing period ending on,
            the Financial Covenant testing date immediately prior to completion
            of the Acquisition;

      (c)   the Acquisition would not lead to there being less than
            (pound)15,000,000 headroom in respect of the Working Capital
            Facility (as defined in the Senior Facilities Agreement) at all
            times during the following twelve months;

      (d)   none of the Financial Covenants will be breached during the Finance
            Period; and

      (e)   no Event of Default will arise under clause 12.1(a) of the Senior
            Facilities Agreement or clause 11.1(a),

      accompanied by a certificate signed by the chief executive and one other
      director of the Borrower confirming that on the date of such certificate
      they believe that the assumptions upon which the forecasts and projections
      in such revised Financial Model are based, taken as a whole, and those
      forecasts and projections, are fair and reasonable and confirming that, in
      making those assumptions and forming those forecasts and projections, the
      Borrower has taken full and proper account of all contingent liabilities
      (including, without limitation, contingent environmental liabilities)
      relating to the assets to be acquired pursuant to the proposed
      Acquisition;

                                       95

<PAGE>

14.   The total amount of the Acquisition Consideration and the transaction
      costs payable in respect of the Acquisition, when aggregated with those in
      respect of previous Acquisitions, shall not exceed (pound)110,000,000 (or
      its equivalent in relevant currencies) (excluding any amount funded by way
      of Shareholder Injections in the Borrower funded by Hicks Muse or funds or
      limited partnerships managed by it or other co-investors in Premier
      Holdings); and

15.   The Agent has received a revised version of the structure chart contained
      in Schedule 7 showing the current structure of the Group and reflecting
      the Acquisition as if such Acquisition had completed at the date of such
      chart.

                                       96

<PAGE>

                                    ANNEX 1

                             DIRECTOR'S CERTIFICATE

                                [NAME OF COMPANY]

To: J.P. Morgan Europe Limited as Agent under the senior subordinated facility
agreement dated [ ] 2003 between among others, Premier Financing Limited as
Borrower, J. P. Morgan plc as Arranger and JPMorgan Chase Bank as Underwriter
(the AGREEMENT).

I,          being a director of [Name of Company], a private company with
limited liability incorporated and existing under the laws of England and Wales
(the COMPANY) hereby certify:

1.    CONSTITUTIONAL DOCUMENTS

      [The documents annexed to this certificate as annexure "A" constitute a
      true, complete and up to date copy of:

      (a)   the certificate of incorporation;

      (b)   each certificate of incorporation on change of name of the Company
            (if any);

      (c)   the certificate of re-registration as a public or private company
            (if any); and

      (d)   the memorandum and articles of association of the Company containing
            all modifications thereto and there are no other constitutional
            documents of the Company.]

      [The constitutional documents of the Company delivered to the Senior Agent
      pursuant to paragraphs 1.1 and 1.2 of schedule 4 to the Supplemental
      Agreement in connection with the Second Acquisitions remain a true,
      complete and up to date copy of such documents and no changes have made
      since the date of that delivery.]

2.    BOARD RESOLUTIONS

(a)   The documents annexed to this certificate as annexure "B" are true and
      complete copies of the minutes of a meeting of the board of directors of
      the Company duly convened and held on [ ]. The resolutions set out therein
      were duly passed, are binding and have not been amended or revoked.

(b)   The adoption of such resolutions, the entry into the Documents (as defined
      in the board resolutions referred to above) and the consummation of the
      transactions contemplated thereby are for the purposes of the corporate
      benefit of the Company.

3.    COMPANY STATUS

      No administrator has been appointed in respect of the Company, no order
      has been made or resolution passed for winding up the Company, no
      application has been presented or documents filed with a court or
      registrar for the appointment of an administrator in respect of

                                       97

<PAGE>

      the Company, and no administrative receiver, receiver, or receiver and
      manager has been appointed in respect of the Company.

4.    NO BREACH OF BORROWINGS LIMIT

      No borrowing limits or other restrictions (or lack of power) in relation
      to the giving of guarantees or security or otherwise of the Company will
      be exceeded as a result of the Company entering into the Documents, or
      borrowing moneys under any Finance Document or Senior Finance Document, or
      giving the guarantees and security thereunder or incurring or performing
      the obligations expressed to be assumed by it thereunder.

5.    AUTHORISED SIGNATORIES

      Set out below are true signatures of those persons authorised by the
      resolutions of the board of directors of the Company referred to in
      paragraph 2 above to sign any of the Documents and to execute all such
      undertakings, statements, certificates, notices, acknowledgements and
      other documents as may be required to be done, signed and executed by or
      on behalf of the Company in connection with the Documents and otherwise in
      relation to or ancillary to the same:

<TABLE>
<CAPTION>
NAME                 POSITION              SIGNATURE
<S>                  <C>                   <C>
[    ]               Director

[    ]               Director
</TABLE>

Terms defined in the Agreement shall bear the same meaning when used herein.

Signed: ........................................
        DIRECTOR

Date:   ........................................

                                       98

<PAGE>

                                   SCHEDULE 4

                         CALCULATION OF ADDITIONAL COST

1.    The Additional Cost is an addition to the interest rate to compensate
      Banks for the cost of compliance with (a) the requirements of the Bank of
      England and/or the Financial Services Authority (or, in either case, any
      other authority which replaces all or any of its functions) or (b) the
      requirements of the European Central Bank.

2.    On the first day of each Interest Period (or as soon as possible
      thereafter) the Agent shall calculate, as a percentage rate, a rate (the
      ADDITIONAL COST RATE) for each Bank, in accordance with the paragraphs set
      out below. The Additional Cost will be calculated by the Agent as a
      weighted average of the Banks' Additional Cost Rates (weighted in
      proportion to the percentage participation of each Bank in the relevant
      Advance) and will be expressed as a percentage rate per annum.

3.    The Additional Cost Rate for any Bank lending through a lending office in
      a Participating Member State will be the percentage notified by that Bank
      to the Agent. This percentage will be certified by that Bank in its notice
      to the Agent to be its reasonable determination of the cost (expressed as
      a percentage of that Bank's participation in all Advances made from that
      lending office) of complying with the minimum reserve requirements of the
      European Central Bank in respect of Advances made from that lending
      office.

4.    The Additional Cost Rate for any Bank lending from a lending office in the
      United Kingdom will be calculated by the Agent as follows:

                AB+C(B-D)+E x 0.01
                ------------------ per cent. per annum
                     100-(A+C)

      Where:

      A     is the percentage of Eligible Liabilities (assuming these to be in
            excess of any stated minimum) which that Bank from time to time
            required to maintain as an interest free cash ratio deposit with the
            Bank of England to comply with cash ratio requirements.

      B     is the percentage rate of interest (excluding the Margin and the
            Additional Cost and, if the Advance is due and payable but unpaid,
            the additional rate of interest specified in Clause 5.2) payable for
            the relevant Interest Period for the Advance.

      C     is the percentage (if any) of Eligible Liabilities which that Bank
            is required from time to time to maintain as interest bearing
            Special Deposits with the Bank of England.

      D     is the percentage rate per annum payable by the Bank of England to
            the Agent on interest bearing Special Deposits.

      E     is designed to compensate Banks for amounts payable under the Fees
            Rules and is calculated by the Agent as being the average of the
            most recent rates of charge supplied by the Reference Banks to the
            Agent pursuant to paragraph 7 below and expressed in pounds per
            (pound)1,000,000.

5.    For the purposes of this Schedule 4:

                                       99
<PAGE>

      (a)   ELIGIBLE LIABILITIES and SPECIAL DEPOSITS have the meanings given to
            them from time to time under or pursuant to the Bank of England Act
            1998 or (as may be appropriate) by the Bank of England;

      (b)   FEES RULES means the rules on periodic fees contained in the FSA
            Supervision Manual or such other law or regulation as may be in
            force from time to time in respect of the payment of fees for the
            acceptance of deposits;

      (c)   FEE TARIFFS means the fee tariffs specified in the Fees Rules under
            the activity group A.1 Deposit acceptors (ignoring any minimum fee
            or zero rated fee required pursuant to the Fees Rules but taking
            into account any applicable discount rate); and

      (d)   TARIFF BASE has the meaning given to it in, and will be calculated
            in accordance with, the Fees Rules.

6.    In applying the above formulae, A, B, C and D will be included in the
      formulae as percentages (i.e. five per cent. will be included in the
      formula as 5 and not as 0.05). A negative result obtained by subtracting D
      from B shall be taken as zero. The resulting figures shall be rounded to
      four decimal places.

7.    If requested by the Agent, each Reference Bank shall, as soon as
      practicable after publication by the Financial Services Authority, supply
      to the Agent the rate of charge payable by that Reference Bank to the
      Financial Services Authority pursuant to the Fees Rules in respect of the
      relevant financial year of the Financial Services Authority (calculated
      for this purpose by that Reference Bank as being the average of the Fee
      Tariffs applicable to that Reference Bank for that financial year) and
      expressed in pounds per (pound)1,000,000 of the Tariff Base of that
      Reference Bank.

8.    Each Bank shall supply any information required by the Agent for the
      purpose of calculating its Additional Cost Rate. In particular, but
      without limitation, each Bank shall supply the following information on or
      prior to the date on which it becomes a Bank:

      (a)   the jurisdiction of its lending office; and

      (b)   any other information that the Agent may reasonably require for such
            purpose.

      Each Bank shall promptly notify the Agent of any change to the information
      provided by it pursuant to this paragraph.

9.    The percentages of each Bank for the purpose of A and C above and the
      rates of charge of each Reference Bank for the purpose of E above shall be
      determined by the Agent based upon the information supplied to it pursuant
      to paragraphs 7 and 8 above and on the assumption that, unless a Bank
      notifies the Agent to the contrary, each Bank's obligations in relation to
      cash ratio deposits and Special Deposits are the same as those of a
      typical bank from its jurisdiction of incorporation with a lending office
      in the same jurisdiction as its lending office.

10.   The Agent shall have no liability to any person if such determination
      results in an Additional Cost Rate which over or under compensates any
      Bank and shall be entitled to assume that the information provided by any
      Bank or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and
      correct in all respects.

                                      100

<PAGE>

11.   The Agent shall distribute the additional amounts received as a result of
      the Additional Cost to the Banks on the basis of the Additional Cost Rate
      for each Bank based on the information provided by each Bank and each
      Reference Bank pursuant to paragraphs 3, 7 and 8 above.

12.   Any determination by the Agent pursuant to this Schedule 4 in relation to
      a formula, the Additional Cost, an Additional Cost Rate or any amount
      payable to a Bank shall, in the absence of manifest error, be conclusive
      and binding on all the parties to this Agreement.

13.   The Agent may from time to time, after consultation with the Borrower and
      the Banks, determine and notify all the Banks and the Borrower of any
      amendments which are required to be made to this Schedule 4 in order to
      comply with any change in law, regulation or any requirements from time to
      time imposed by the Bank of England, the Financial Services Authority or
      the European Central Bank (or, in any case, any other authority which
      replaces all or any of its functions) and any such determination shall, in
      the absence of manifest error, be conclusive and binding on all the
      parties to this Agreement.

                                      101

<PAGE>

                                   SCHEDULE 5

                        FORM OF SUBSTITUTION CERTIFICATE

                                     PART 1

                               (SINGLE TRANSFERS)

      NB    1.    Banks are advised not to employ Substitution Certificates or
                  otherwise to assign, novate or transfer interests in this
                  Agreement without first ensuring that the transaction complies
                  with all applicable laws and regulations, including the
                  Financial Services and Markets Act 2000 and regulations made
                  thereunder.

            2.    It is expected that Banks will enter into separate
                  arrangements dealing with the monies to be paid to the
                  Existing Bank by the Substitute in consideration of the
                  novation (e.g. principal, accrued interest, fees and any
                  mismatched funding adjustment). Unless the Transfer Effective
                  Date is a rollover date, mismatches of parties' funding may
                  arise. This Certificate does not deal with these issues, nor
                  does it deal with any interim risk participation the Existing
                  Bank may grant to the Substitute pending the Transfer
                  Effective Date.

      To:   J.P. Morgan Europe Limited on its own behalf, as agent for the Banks
            and on behalf of the Arranger, the Security Agent, the Underwriter,
            the Borrower and each other party to the Agreement mentioned below
            and the Intercreditor Agreement.

      Attention: Amy Redfearn, Agency Loans Department                    [DATE]

                            SUBSTITUTION CERTIFICATE

This Substitution Certificate relates to a Senior Subordinated Secured Credit
Facility Agreement (the AGREEMENT) dated [_] 2003 between, among others, Premier
Financing Limited as Borrower, J.P. Morgan plc as Arranger, J.P. Morgan Europe
Limited as Agent and Security Agent and the persons whose respective names and
addresses are set out in Schedule 1 thereto as Banks. Terms defined in the
Agreement shall have the same meaning in this Substitution Certificate.

1.    [Existing Bank] (the EXISTING BANK) (a) confirms the accuracy of the
      summary of its participation in the Agreement set out in the schedule
      below; and (b) requests [Substitute Bank] (the SUBSTITUTE) to accept by
      way of novation the portion of such participation specified in the
      schedule hereto by counter-signing and delivering this Substitution
      Certificate to the Agent at its address for the service of notices
      specified in the Agreement.

2.    The Substitute hereby requests the Agent (on behalf of itself, the other
      Finance Parties, the Borrower and all other parties to the Agreement) to
      accept this Substitution Certificate as being delivered to the Agent
      pursuant to and for the purposes of clause 15.3 of the Agreement and
      clause 20.4 of the Intercreditor Agreement so as to take effect in
      accordance with the terms thereof on [date of transfer] (the TRANSFER
      EFFECTIVE DATE) or on such later date as may be determined in accordance
      with the terms thereof.

3.    The Agent (on behalf of itself, the other Finance Parties, the Borrower
      and all other parties to the Agreement) confirms the novation effected by
      this Substitution Certificate pursuant to and for the purposes of clause
      15.3 of the Agreement and clause 20.4 of the Intercreditor Agreement so as
      to take effect in accordance with the terms thereof.

                                      102

<PAGE>

4.    The Substitute confirms:

      (a)   that it has received copies of the Finance Documents and all other
            documentation and information required by it in connection with the
            transactions contemplated by this Substitution Certificate;

      (b)   that it has not relied upon any statement, opinion, forecast or
            other representation or warranty made by the Existing Bank, the
            Arranger, the Underwriter, the Security Agent or the Agent to induce
            it to enter into this Substitution Certificate;

      (c)   that it has made and will continue to make, without reliance on the
            Existing Bank or any other Finance Party, and based on such
            documents as it considers appropriate, its own appraisal of the
            creditworthiness of the Borrower and the Group and its own
            independent investigation of the financial condition, prospects and
            affairs of the Acquisition Parties, the Borrower and the Group in
            connection with the making and continuation of the Facility under
            the Agreement and the other Finance Documents;

      (d)   that neither the Existing Bank nor any other Finance Party shall at
            any time be deemed to have had or have a duty or responsibility,
            either historically, initially or on a continuing basis, to provide
            the Substitute with any credit or other information with respect to
            the Borrower or any other member of the Group or the Acquisition
            Parties, whether coming into its possession before the making of any
            Advance or at any time or times thereafter, other than (in the case
            of the Agent) as provided in clauses 16.3(a) and 16.5(a) of the
            Agreement;

      (e)   that it has made and will continue to make its own assessment of the
            legality, validity, enforceability and sufficiency of the Agreement,
            the Security Documents, each other Finance Document and this
            Substitution Certificate and has not relied and will not rely on the
            Existing Bank, the Arranger, the Security Agent or the Agent or any
            statements made by any of them in that respect;

      (f)   that, accordingly, none of the Existing Bank, the Arranger, the
            Underwriter, the Security Agent and the Agent shall make any
            representations or warranties in respect of, or shall have any
            liability or responsibility to the Substitute in respect of, any of
            the foregoing matters or any other matter referred to in clause 16.7
            of the Agreement;

      (g)   that it is [not] a Qualifying Bank; and

      (h)   that it has signed an appropriate confidentiality undertaking issued
            by the Existing Bank.

5.    Execution of this Substitution Certificate by the Substitute constitutes
      its representation to the Existing Bank and all other parties to the
      Agreement and the Intercreditor Agreement that it has power to become
      party to the Agreement as a Bank and the Intercreditor Agreement as a
      Senior Subordinated Bank on the terms herein and therein set out and has
      taken all necessary steps to authorise execution and delivery of this
      Substitution Certificate.

6.    The Substitute hereby undertakes to the Existing Bank, the Finance
      Parties, the Borrower and each of the other parties to the Agreement and
      the Intercreditor Agreement that it will perform in accordance with their
      respective terms all those obligations which by the terms of the Agreement
      and the Intercreditor Agreement will be assumed by it after acceptance of
      this Substitution Certificate by the Agent.

                                      103

<PAGE>

7.    Without limiting the above paragraphs, nothing in this Substitution
      Certificate obliges the Existing Bank to:

      (a)   accept any re-transfer from the Substitute of any of the rights,
            benefits and/or obligations hereby transferred; or

      (b)   support any losses incurred by the Substitute by reason of any
            non-performance by the Borrower or any other party to the Agreement
            or any of the Security Documents or any document relating thereto of
            any of its obligations under the same.

8.    This Substitution Certificate and the rights and obligations of the
      parties hereunder shall be governed by and construed in accordance with
      English law.

9.    This Substitution Certificate may be executed in any number of
      counterparts and by different parties on separate counterparts, each of
      which when so executed and delivered shall be an original, but all
      counterparts shall together constitute one and the same instrument.

NOTE: THIS SUBSTITUTION CERTIFICATE IS NOT A SECURITY, BOND, NOTE, DEBENTURE,
      INVESTMENT OR SIMILAR INSTRUMENT.

AS WITNESS the hands of the authorised signatories of the parties hereto on the
date appearing below.

                                      104

<PAGE>

                                  THE SCHEDULE

<TABLE>
<CAPTION>
THE FACILITY
<S>                              <C>                                <C>
Commitment (pound)                                                  Portion  Transferred (pound)

Contribution (pound)             Next Interest Payment Date         Portion  Transferred (pound)
</TABLE>

                      ADMINISTRATIVE DETAILS OF SUBSTITUTE

Lending Office:
Account for payments:
Telephone:
Telefax:
Attention:

                                      105

<PAGE>

[Existing Bank]                            [Substitute]
By: ..................................     By:..................................
Date:                                      Date:

The Agent
By:

.......................................
on its own behalf and on behalf of the other Finance Parties, the Borrower and
all other parties to the Agreement and the Intercreditor Agreement.

                                      106

<PAGE>

                                     PART 2

                                  (GLOBAL FORM)

NB    1.    Banks are advised not to employ Substitution Certificates or
            otherwise to assign, novate or transfer interests in this Agreement
            without first ensuring that the transaction complies with all
            applicable laws and regulations, including the Financial Services
            and Markets Act 2000 and regulations made thereunder.

      2.    It is expected that Banks will enter into separate arrangements
            dealing with the monies to be paid to the Existing Banks by the
            Substitutes in consideration of the novation (e.g. principal,
            accrued interest, fees and any mismatched funding adjustment).
            Unless the Transfer Effective Date is a rollover date, mismatches of
            parties' funding may arise. This Certificate does not deal with
            these issues, nor does it deal with any interim risk participation
            the Existing Banks may grant to the Substitutes pending the Transfer
            Effective Date.

To:   J.P. Morgan Europe Limited on its own behalf, as agent for the Banks and
      on behalf of the Arranger, the Security Agent, the Underwriter, the
      Borrower and each other party to the Agreement mentioned below and the
      Intercreditor Agreement.

Attention: Amy Redfearn, Agency Loans Department                          [DATE]

                            SUBSTITUTION CERTIFICATE

This Substitution Certificate relates to a Senior Subordinated Secured Credit
Facility Agreement (the AGREEMENT) dated [_] 2003 between among others, Premier
Financing Limited as Borrower, J.P. Morgan plc as Arranger, J.P. Morgan Europe
Limited as Agent and Security Agent and the persons whose respective names and
addresses are set out in Schedule 1 thereto as Banks. Terms defined in the
Agreement shall have the same meaning in this Substitution Certificate.

1.    Each of the persons set out as Existing Banks in part A of the schedule
      below (the EXISTING BANKS) (a) confirms the accuracy of the summary of its
      participation in the Agreement set out in the schedule and (b) requests
      each of the persons set out as Substitute Banks in Part C of the schedule
      (the SUBSTITUTES) to accept by way of novation the portion of such
      participation specified (or calculated as specified) in the schedule by
      counter-signing and delivering this Substitution Certificate to the Agent
      at its address for the service of notices specified in the Agreement.

2.    Each of the Substitutes hereby requests the Agent (on behalf of itself,
      the other Finance Parties, the Borrower and all other parties to the
      Agreement) to accept this Substitution Certificate as being delivered to
      the Agent pursuant to and for the purposes of clause 15.3 of the Agreement
      and clause 20.4 of the Intercreditor Agreement, so as to take effect in
      accordance with the terms thereof on [date of transfer] (the TRANSFER
      EFFECTIVE DATE) or on such later date as may be determined in accordance
      with the terms thereof.

3.    The Agent (on behalf of itself, the other Finance Parties, the Borrower
      and all other parties to the Agreement) confirms each of the novations
      effected by this Substitution Certificate pursuant to and for the purposes
      of clause 16.3 of the Agreement and clause 20.4 of the Intercreditor
      Agreement, so as to take effect in accordance with the respective terms
      thereof.

4.    Each of the Substitutes confirms:

                                      107

<PAGE>

      (a)   that it has received copies of the Finance Documents and all other
            documentation and information required by it in connection with the
            transactions contemplated by this Substitution Certificate;

      (b)   that it has not relied upon any statement, opinion, forecast or
            other representation (including, without limitation, anything
            contained in the Information Memoranda) or warranty made by the
            Existing Banks, the Arranger, the Underwriter, the Security Agent or
            the Agent to induce it to enter into this Substitution Certificate;

      (c)   that it has made and will continue to make, without reliance on the
            Existing Banks or any other Finance Party, and based on such
            documents as it considers appropriate, its own appraisal of the
            creditworthiness of the Borrower and the Group and its own
            independent investigation of the financial condition, prospects and
            affairs of the Borrower and the Group in connection with the making
            and continuation of the Facility under the Agreement and the other
            Finance Documents;

      (d)   that neither the Existing Banks nor any other Finance Party shall at
            any time be deemed to have had or have a duty or responsibility,
            either historically, initially or on a continuing basis, to provide
            the Substitute with any credit or other information with respect to
            the Borrower or any other member of the Group or the Acquisition
            Parties whether coming into its possession before the making of any
            Advance or at any time or times thereafter, other than (in the case
            of the Agent) as provided in clauses 16.3(a) and 16.5(a) of the
            Agreement;

      (e)   that it has made and will continue to make its own assessment of the
            legality, validity, enforceability and sufficiency of the Agreement,
            the Security Documents, each other Finance Document and this
            Substitution Certificate and has not relied and will not rely on the
            Existing Banks, the Arranger, the Security Agent or the Agent or any
            statements made by any of them in that respect;

      (f)   that, accordingly, none of the Existing Banks, the Arranger, the
            Security Agent and the Agent shall make any representations or
            warranties in respect of, or shall have any liability or
            responsibility to the Substitute in respect of, any of the foregoing
            matters or any other matter referred to in clause 16.6 of the
            Agreement;

      (g)   that it is [not] a Qualifying Bank; and [NOTE: SPECIFY FOR EACH
            SUBSTITUTE INDIVIDUALLY IF APPROPRIATE]

      (h)   that it has signed and agrees to be bound by and comply with an
            appropriate confidentiality undertaking issued by the Existing
            Banks.

5.    Execution of this Substitution Certificate by each of the Substitutes
      constitutes its representation to each of the Existing Banks and all other
      parties to the Agreement and the Intercreditor Agreement that it has power
      to become party to the Agreement as a Bank and the Intercreditor Agreement
      as a Senior Subordinated Bank on the terms herein and therein set out and
      has taken all necessary steps to authorise execution and delivery of this
      Substitution Certificate.

6.    Each of the Substitutes hereby undertakes to the Existing Banks, the
      Finance Parties, the Borrower and each of the other parties to the
      Agreement and the Intercreditor Agreement that it will perform in
      accordance with its terms all those obligations which by the terms of the
      Agreement and the Intercreditor Agreement will be assumed by it after
      acceptance of this Substitution Certificate by the Agent.

                                      108

<PAGE>

7.    Without limiting the above paragraphs, nothing in this Substitution
      Certificate obliges any of the Existing Banks to:

      (a)   accept any re-transfer from any Substitute of any of the rights,
            benefits and/or obligations hereby transferred; or

      (b)   support any losses incurred by any Substitute by reason of any
            non-performance by any Obligor or any other party to the Agreement
            or any of the Security Documents or any document relating thereto of
            any of its obligations under the same.

8.    Each of the Substitutes that executes this Substitution Certificate agrees
      to be bound by this Substitution Certificate notwithstanding that any
      other person (a NON-SIGNING PARTY) that intended to execute this
      Substitution Certificate as a Substitute may not do so or may not be
      effectually bound. In such circumstances, the amount of each Existing
      Bank's Commitment or Contribution that is transferred pursuant to this
      Substitution Certificate (as set out in part B of the schedule) shall be
      reduced pro-rata as between the Existing Banks by the amount which was
      intended to be transferred to the Non-signing Party.

9.    This Substitution Certificate and the rights and obligations of the
      parties hereunder shall be governed by and construed in accordance with
      English law.

NOTE: THIS SUBSTITUTION CERTIFICATE IS NOT A SECURITY, BOND, NOTE, DEBENTURE,
      INVESTMENT OR SIMILAR INSTRUMENT.

AS WITNESS the hands of the authorised signatories of the parties hereto on the
date appearing below.

                                      109

<PAGE>

                                  THE SCHEDULE

                                     PART A

EXISTING BANKS' COMMITMENTS AND CONTRIBUTIONS BEING EACH OF THEIR PARTICIPATIONS
IN THE AGREEMENT AS AT THE DATE OF THIS SUBSTITUTION CERTIFICATE

[Set out each Existing Bank's participation in the Facility]

                                     PART B

                               PORTION TRANSFERRED

[Set out the portion of each Existing Bank's Commitments and Contributions
transferred]

The portion of an Existing Bank's Commitments and Contributions to be
transferred to a particular Substitute is [as set out below/calculated as
follows:]

[set out details or method of calculation]

                                     PART C

[Set out names of Substitute Banks and the aggregate amounts of the Commitments
and Contributions being transferred to them]

[Insert execution particulars and each Substitute's administration details]

[Each of the Existing Banks]                    [Each of the Substitutes]
By: ...........                                  By: .........
Date:                                            Date:

The Agent
By:

..........
on its own behalf
and on behalf of the other Finance Parties, the Borrower and all other parties
to the Agreement and the Intercreditor Agreement.

                                      110

<PAGE>

                                   SCHEDULE 6

                   THE GROUP AS AT THE DATE OF THIS AGREEMENT

The Borrower (company number 3713662)

ORIGINAL CHARGING SUBSIDIARIES

ENGLISH

Beeson Group Limited (company number 1721453)
C & TH (Calne) 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)
HL 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)
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)
Rowe, Manchett & Till Limited (company number 1746676)
Rugby Securities Limited (company number 1869278)

                                      111

<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

Hillsdown Holland B.V.
Hillsdown International B.V .
Jonker Fris B.V.

FRENCH

Hillsdown Holdings France S.A.S.
Materne Boin S.A .
Premier Brands France S.A .

OTHER SUBSIDIARIES

ENGLISH

Anglo European Food Group Limited (company number 1044222)
Branstons Limited (company number 1081647)
Curf Growers Limited (company number IP2250612)
FMC Limited (company number 671701)
FMC Products Limited (company number 549467)
Glengettie Tea Company Limited (company number 311427)
Guy Morton & Sons Limited (company number 1059522)
Harvest Agriculture Limited (company number 615823)
Haywards Foods Limited (company number 2627084)
HF Pension Scheme Trustees Limited (company number 2375077)
Hillsdown Holdings Pension Trustees Limited (company number 2735596)
HMTF Poultry Limited (company number 3808291)
Honeysuckle Foods Limited (company number 3096231)
J.B. Eastwood Limited (company number 623022)
Kardomah Limited (company number 4059)
Marsh and Baxter Limited (company number 444678)
Meriden Tea Company Limited (company number 0444592)
North Devon Pension Scheme Trustees Limited (company number 2375072)
Premier Beverages Limited (company number 1676914)
Crosse & Blackwell Limited (company number 587165)
Premier Brands Pensions Trustees Limited (company number 2084542)
Sarson's Limited (company number 274999)
Premier Preserves Limited (company number 1128631)
Premier Teas Limited (company number 2092180)
Pyke Holdings Limited (company number 101992)
Stratford-Upon-Avon Foods Limited (company number 4143852)
Sykes International Limited (company number 477546)
The London Fruit & Herb Company Limited (company number 01648788)
The London Herb & Spice Co. Limited (company number 1183027)
The Specialist Soup Company Limited (company number 24168)

                                      112

<PAGE>

Typhoo Tea Limited (company number 371003)
Vic Hallam Limited (company number 387108)
Vic Hallam Holdings Limited (company number 301131)
W. Beeson (London and Dunbar) Limited (company number 523736)
Winsford Bacon Company Limited (company number 855389)
Welgro Limited (company number 02313775)

GERMAN

Diamond Food Lebensmittelhandel GmbH
Formwood Deckensysteme GmbH *

ISLE OF MAN

Citadel Insurance Company Limited (company number 30246)

SCOTTISH

Premier Brands Exports Limited (company number 96054)
Premier Brands Overseas Limited (company number 96053)
Premier Food Limited (company number 105098)
Somniculous No.1 Limited (company number 78060)
Somniculous No.2 Limited (company number 79694)

DUTCH

Formwood Ceilings BV
Formwood Holdings BV *
Luxrite BV *

Hillsdown International Finance B.V.

SPAIN

MBM Spain S.A.

FRENCH

Hillsdown Paris SA
Favois Industrie SA
SCI du Verger

SWITZERLAND

Confitech AG

* denotes companies in liquidation or dissolution proceedings at the date of
this Agreement.

                                      113

<PAGE>

                                   SCHEDULE 7

                                STRUCTURE CHART
                               [STRUCTURE CHART]

                                      114

<PAGE>

                    [HILLSDOWN INTERNATIONAL LIMITED CHART]

                                                      All shareholdings are 100%
                                                      unless stated otherwise

                                      115

<PAGE>

                                   SCHEDULE 8

                   FINANCIAL UNDERTAKINGS AND ACCOUNTING TERMS

1.    FINANCIAL UNDERTAKINGS:

      The Borrower undertakes with each of the Finance Parties that, throughout
      the Finance Period, it will ensure that:

1.1   Total Net Interest Cover:

      The ratio of Consolidated EBITDA to Consolidated Net Interest Charges in
      respect of each period set out in column A and measured at the last day of
      the last month in such period shall be not less than the ratio set out in
      column B:

A                                                                 B

<TABLE>
<CAPTION>
PERIOD OF 12 MONTHS ENDING ON:
<S>                                                               <C>
31 December 2003                                                  2.00:1
31 March 2004                                                     2.00:1
30 June 2004                                                      2.25:1
30 September 2004                                                 2.25:1
31 December 2004                                                  2.40:1
31 March 2005                                                     2.40:1
30 June 2005                                                      2.50:1
30 September 2005                                                 2.50:1
31 December 2005                                                  2.60:1
31 March 2006                                                     2.60:1
30 June 2006                                                      2.75:1
30 September 2006                                                 2.75:1
31 December 2006                                                  3.00:1
31 March 2007                                                     3.00:1
30 June 2007                                                      3.20:1
30 September 2007                                                 3.20:1
31 December 2007                                                  3.50:1
31 March 2008                                                     3.50:1
30 June 2008                                                      3.75:1
30 September 2008                                                 3.75:1
and thereafter (on a rolling 12 month basis,                      3.75:1
at the end of each Quarter)
</TABLE>

1.2   Consolidated Fixed Charge Cover Ratio:

      The Consolidated Fixed Charge Cover Ratio in respect of each period set
      out in column A and measured at the last day of the last month in such
      period shall not be less than the ratio set out in column B:

                                      116

<PAGE>

      A                                                           B

      PERIOD OF 12 MONTHS ENDING ON:

      31 December 2003                                            1.00:1

      and thereafter (on a rolling 12 month basis,                1.00:1
      on each 30 June and 31 December)

1.3   Total Net Debt to Consolidated EBITDA:

      The ratio of the Total Net Debt as at the end of, to Consolidated EBITDA
      in respect of, each period set out in column A and measured at the last
      day of the last month in such period shall not be greater than the ratio
      set out in column B:

A                                                                 B

<TABLE>
<CAPTION>
PERIOD OF 12 MONTHS ENDING ON:
<S>                                                               <C>
31 December 2003                                                  4.65:1
31 March 2004                                                     4.30:1
30 June 2004                                                      4.30:1
30 September 2004                                                 3.90:1
31 December 2004                                                  3.90:1
31 March 2005                                                     3.65:1
30 June 2005                                                      3.65:1
30 September 2005                                                 3.30:1
31 December 2005                                                  3.30:1
31 March 2006                                                     3.00:1
30 June 2006
30 September 2006                                                 3.00:1
and thereafter (on a rolling 12 month basis,                      3.00:1
at the end of each Quarter)
</TABLE>

1.4   Maximum Capital Expenditure:

      It will not, and will procure that no other member of the Group will,
      undertake any, or enter into any financial commitments with respect to,
      Capital Expenditure in any financial year if the total Capital Expenditure
      of all members of the Group in such financial year would exceed the
      Budgeted Capital Expenditure for such financial year but so that, during
      the Finance Period, the Borrower can incur additional Capital Expenditure
      which is not otherwise permitted under this paragraph 1.4 not exceeding,
      in aggregate, (pound)10,000,000 (or its equivalent at the date of
      expenditure).

2.    ACCOUNTING TERMS:

      In clause 6.7 and paragraph 1 of this Schedule 8 accounting terms are used
      and shall be construed in accordance with the Appropriate Accounting
      Principles but so that:

      ACQUISITION COSTS means all fees, costs, expenses and Taxes incurred by
      any member of the Group in connection with the negotiation, preparation,
      execution, notarisation and registration of the Transaction Documents, the
      Finance Documents and the High Yield Bonds Documents and otherwise in
      connection with the making of an Acquisition;

                                      117

<PAGE>

      CAPITALISED LEASE OBLIGATIONS means, with respect to any person, any
      rental obligation (including, without limitation, any hire purchase
      payment obligation) which, under the Appropriate Accounting Principles,
      would be required to be treated as a Finance Lease or otherwise
      capitalised on the books of such person in accordance with such
      principles;

      CONSOLIDATED CURRENT ASSETS means, at any relevant time, the aggregate of
      the current assets of the Group at such time but excluding cash in hand or
      at bank and the amount of fixed asset debtors calculated on a consolidated
      basis which would fall to be included as current assets in a consolidated
      balance sheet of the Group drawn up at such time in accordance with the
      Appropriate Accounting Principles;

      CONSOLIDATED CURRENT LIABILITIES means, at any relevant time, the
      aggregate of the current liabilities of the Group at such time but
      excluding the amount of fixed asset creditors, Consolidated Net Interest
      Charges, Borrowed Money, Taxes, dividends and debit balances on bank
      accounts calculated on a consolidated basis which would fall to be
      included as current liabilities in a consolidated balance sheet of the
      Group drawn up at such time in accordance with the Appropriate Accounting
      Principles;

      CONSOLIDATED EBITDA means, in respect of any period, the consolidated
      trading profits, but before:

      (a)   exceptional items and extraordinary items;

      (b)   profits and losses on disposals of capital assets;

      (c)   deduction of Acquisition Costs;

      (d)   amortisation of goodwill and other intangible assets;

      (e)   depreciation;

      (f)   Consolidated Net Interest Charges and Taxes; and

      (g)   any non-cash charges and non-cash income,

      of the Group for such period and before taking into account the applicable
      share of any profit (except to the extent received in cash) or loss of any
      joint venture or associate and after deducting (to the extent otherwise
      included) profits (or adding back losses) attributable to minority
      interests in Group members, provided that for the purposes of clause
      10.2(f) and the determination of compliance with the Financial Covenants
      in paragraphs 1.1 and 1.3 of this Schedule 8 Consolidated EBITDA shall
      include the trading profits (adjusted as set out above in this definition)
      of (or attributable to) any business or assets that have been acquired by
      the Group pursuant to a Permitted Acquisition, calculated on the same
      basis as trading profits for the Group for such period as if such
      acquisition had occurred on the first day of the relevant period for which
      Consolidated EBITDA is being calculated;

      CONSOLIDATED EXCESS CASH FLOW means, in respect of any financial year, the
      amount of the Consolidated EBITDA for such financial year after (without
      double counting) adding:

      (a)   any decrease in Consolidated Net Working Capital (excluding
            amortisation of upfront fees and expenses in relation to the Senior
            Facilities and the Senior Facility);

      (b)   any receipts of cash exceptional and extraordinary items;

                                      118

<PAGE>

      (c)   any refund received on account of Taxes paid; and

      (d)   cash dividends and other similar cash payments received in respect
            of investments;

      and after deducting:

      (a)   Consolidated Net Interest Charges;

      (b)   all repayments and prepayments (other than mandatory prepayments
            made pursuant to clauses 6.4, 6.6, 10.6(b) or 10.6(f)(xii) or the
            equivalent provisions of the Senior Facilities Agreement) of the
            Advances, the Term Advances (as defined in the Senior Facilities
            Agreement) (and under the Working Capital Facility (as defined in
            the Senior Facilities Agreement) to the extent cancelled) made
            during such financial year (on the basis that for this purpose
            crediting moneys to a Cash Collateral Account (or a cash collateral
            account maintained for the purposes of the Senior Facilities
            Agreement) pending prepayment will be deemed to be an actual
            prepayment);

      (c)   the principal amount of scheduled rental payments of Capitalised
            Lease Obligations during such financial year (whether or not
            actually paid);

      (d)   Net Proceeds which are not yet unapplied Net Proceeds (as defined in
            clause 6.6(ii));

      (e)   payments in respect of Capital Expenditure excluding the principal
            amount of Indebtedness incurred in connection with such expenditure;

      (f)   any increase in Consolidated Net Working Capital (excluding
            amortisation of upfront fees and expenses in relation to the Senior
            Facilities and the Facility);

      (g)   any payments of cash exceptional and extraordinary items;

      (h)   Taxes paid;

      (i)   the amount of carry over of Budgeted Capital Expenditure into the
            next financial year;

      (j)   the aggregate net increase (or adding back the aggregate net
            decrease) in all loans or credit made in cash pursuant to clause
            10.6(i)(iv) or (ix);

      (k)   the aggregate amount of Permitted Acquisitions made which were
            funded as referred to in clause 10.6(s)(ii)(D);

      (l)   the aggregate amount of Equity Permitted Payments and Intercompany
            Loan Permitted Payments made; and

      (m)   the aggregate net increase (or adding back the aggregate net
            decrease) in all deposits required to be made in connection with
            Derivatives Transactions permitted under clause 10.5.

      The amount so produced shall be calculated (showing the calculations on
      which it is based) in respect of each relevant financial year by the
      Borrower who shall instruct the Auditors to deliver to the Agent a
      statement as to the amount of the Consolidated Excess Cash Flow confirming
      that in all material respects the calculation has been made in accordance
      with the audited consolidated financial statements of the Group for such
      year and the provisions of this

                                      119

<PAGE>

      paragraph 2 of Schedule 8, such Auditors' statement to be delivered to the
      Agent together with such audited consolidated financial statements in
      accordance with clause 10.1(b)(i);

      CONSOLIDATED FIXED CHARGES means, in respect of any period, the aggregate
      of:

      (a)   Consolidated Net Interest Charges in respect of such period; and

      (b)   the total amount of scheduled repayments of the Term Advances (as
            defined in the Senior Facilities Agreement);

      CONSOLIDATED FIXED CHARGE COVER RATIO means, in respect of any period, the
      ratio of:

      (a)   Consolidated EBITDA plus cash exceptional and extraordinary items
            received in such period less (i) the amount (if any) by which
            Capital Expenditure during such period exceeds the amount of any
            carry over of Budgeted Capital Expenditure from the previous
            financial year (and so that if the amount of any such carry over is
            greater than the amount of Capital Expenditure this sub-paragraph
            (i) shall be zero) and (ii) any amount payable (or reasonably likely
            to be payable) in respect of Taxes during such period (or in respect
            of any prior period (to the extent not previously taken into account
            in determining the Consolidated Fixed Charge Cover Ratio)) and (iii)
            cash exceptional and extraordinary items paid during such period; to

      (b)   Consolidated Fixed Charges for such period;

      CONSOLIDATED NET INTEREST CHARGES means, in respect of a period, the
      aggregate (calculated on a consolidated basis) of all continuing regular
      or periodic costs, charges and expenses incurred in effecting, servicing
      or maintaining any Borrowed Money of the Group (other than the
      Subordinated Shareholder Loans) in respect of such period (but not agency
      or arrangement fees) including:

      (a)   cash interest, guarantee, fronting and ancillary facility fees and
            commitment fees on any form of such Borrowed Money accrued or paid
            as an obligation of any member of the Group during the period,
            including the interest element of Finance Leases;

      (b)   the consideration given by the Group during the period by way of
            discount in connection with such Borrowed Money by way of acceptance
            credit, bill discounting or other like arrangement accrued or, as
            the case may be, paid in respect of such Borrowed Money; and

      (c)   net payments in relation to interest rate hedging arrangements after
            deduction of net income in relation to interest rate hedging
            arrangements;

      less the amount of interest accrued or, as the case may be, paid on cash
      balances and Cash Equivalents of the Group during such period, provided
      that for the purposes of clause 10.2(f) and the determination of
      compliance with the Financial Covenants in paragraphs 1.1 and 1.3 of this
      Schedule 8 Consolidated Net Interest Charges shall include all the costs,
      charges and expenses referred to above (less the deductions referred to
      above) incurred in effecting, servicing or maintaining any Borrowed Money
      of, or any Borrowed Money incurred by the Group for the purposes of the
      acquisition (including the refinancing of any Borrowed Money) of, any
      business or assets that have been acquired by the Group pursuant to a
      Permitted Acquisition, calculated on the same basis as such costs, charges
      and expenses (and deductions) are calculated by the Group for such period
      as if such acquisition had occurred on the first day of the relevant
      period for which Consolidated Net Interest Charges are being calculated;

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      CONSOLIDATED NET WORKING CAPITAL means, at any time, Consolidated Current
      Assets at such time less Consolidated Current Liabilities at such time;
      and

      TOTAL NET DEBT means the principal element of Indebtedness incurred by the
      Group in respect of all Borrowed Money (including, without limitation,
      pursuant to the Senior Facilities Agreement, this Agreement or the
      Intercompany Loan Agreement but excluding the Subordinated Shareholder
      Loans and interest accruing on the Premier Holdings/Borrower Loan
      Agreement) net of cash and Cash Equivalents;

      Provided that no amount shall be added or deducted more than once in any
      definition.

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<PAGE>

                                   SCHEDULE 9

                         FORM OF ANNUAL AUDITOR'S REPORT

To:   J.P. Morgan Europe Limited
      125 London Wall
      London EC2Y 5AJ

Attention: Amy Redfearn, Agency Loans Department                        [Date]

Dear Sirs

 SECURED CREDIT FACILITY AGREEMENT DATED [_] 2003 (AS FROM TIME TO TIME FURTHER
         AMENDED, VARIED, EXTENDED, RESTATED OR REPLACED (THE AGREEMENT)

We refer to the Agreement and deliver this Certificate in respect of the
financial year ended [ ] pursuant to clause 10.1(b)(iv) thereof. Terms defined
in the Agreement shall have the same meaning when used in this Certificate.

1.    We confirm that on or as of the last day of the financial year ending [ ],
      as determined by reference to the audited accounts of the Group in respect
      of such financial year:

      (a)   The ratio of Consolidated EBITDA to Consolidated Net Interest
            Charges for such financial year was [ ];

      (b)   The Consolidated Fixed Charge Cover Ratio for such financial year
            was [ ];

      (c)   The ratio of Total Net Debt to Consolidated EBITDA for such
            financial year was [ ]; and

      (d)   Capital Expenditure during such financial year was [ ].

Based on the above, we confirm that the Borrower was in compliance with the
Financial Covenants [or, if not, indicate the extent of any non-compliance] as
at the end of such financial year.

2.    We confirm that, as determined by reference to the audited accounts of the
      Group in respect of such financial year, on or as of the last day of the
      financial year ending [ ]:

      (a)   the pro forma Consolidated EBITDA of the Charging Group (measured as
            if references in the definition of Consolidated EBITDA to the GROUP
            were references to the CHARGING GROUP) constitutes [95 per cent. or
            more] of the Consolidated EBITDA of the Group;

      (b)   the pro forma consolidated turnover of the member of the Charging
            Group constitutes [95 per cent. or more] of the consolidated
            turnover of the Group; and

      (c)   the pro forma consolidated total assets of the members of the
            Charging Group constitute [95 per cent. or more] of the consolidated
            total assets of the Group,

      in each case tested on a rolling 12 months basis and therefore that the
      Borrower was in compliance with the undertaking set out in clause
      10.2(f)(ii) as at [   ].

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<PAGE>

3.    We confirm that, as determined by reference to the audited accounts of the
      Group in respect of the financial year ending [ ], on or as of the last
      day of such financial year, the members of the Group which were Material
      Entities within the meanings of sub-paragraph (c)(i), (ii), (iii) or (iv)
      of the definition of MATERIAL ENTITY were: [ ]

                              For and on behalf of
                               [Name of Auditors]

           ..........................................................

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<PAGE>

                                  SCHEDULE 10

                                HICKS MUSE'S FEES

1.    Fees due and payable pursuant a monitoring and oversight agreement dated
      10 August 1999 by and between the Borrower and Hicks, Muse & Co. Partners,
      L.P., a Texas limited partnership (HMCO) (in such form, the MONITORING
      AGREEMENT), in the amount of an annual monitoring fee of (pound)1,170,000
      which monitoring fee shall be adjusted on January 1 of each calendar year
      to an annual amount equal to (A) the budgeted consolidated annual net
      sales of the Borrower and its Subsidiaries for the then current fiscal
      year, multiplied by (B) 0.1%; provided however, that the monitoring fee
      shall never be less than (pound)1,170,000.

2.    Pro rata share of Allocable Expenditures reimbursed by the Borrower
      pursuant to that certain Monitoring Agreement. ALLOCABLE EXPENDITURES
      being defined as all variable, fixed and other costs, expenses,
      expenditures, charges or obligations (including without limitation letters
      of credit, deposits, etc.) that are related to assets utilized, services
      provided, or programs administered by HMCo or its affiliates in connection
      with the performance by HMCo of financial oversight and monitoring
      services on behalf of the Borrower and other participating acquired
      companies, including without limitation corporate airplanes, charitable
      contributions, retainers for lobbyists and other professionals, and
      premiums and finance charges for director and officer insurance maintained
      for representatives of HMCo or its affiliates.

3.    Fees due and payable pursuant a financial advisory agreement dated 10
      August 1999 between the Borrower and HMCo (in such form, the ADVISORY
      AGREEMENT) constituting a financial advisor fee for HMCo in the amount of
      (pound)9,633,000.

4.    Fees due and payable pursuant to the Advisory Agreement constituting
      compensation for HMCo's financial advisory, investment banking and other
      similar services rendered in connection with any Subsequent Transaction in
      the amount of a cash fee equal to 1.5% of the total value of the
      Subsequent Transaction, including, without limitation, the aggregate
      amount of the funds required to complete the Subsequent Transaction
      (excluding any fees payable pursuant to the Advisory Agreement with
      respect to Subsequent Transactions) including the amount of the
      indebtedness, preferred stock or similar items assumed (or remaining
      outstanding). SUBSEQUENT TRANSACTION means, collectively, any future
      proposals for a tender offer, acquisition, sale, merger, exchange, offer,
      recapitalization, restructuring or other similar transaction directly or
      indirectly involving the Borrower, or any of its Subsidiaries, and any
      other person or entity.

5.    Reimbursement of reasonable disbursements and out-of-pocket expenses
      (including fees and disbursements of counsel) incurred by HMCo pursuant to
      the Advisory Agreement.

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<PAGE>

                                   SIGNATORIES

THE BORROWER

SIGNED for and on behalf of                     )
PREMIER FINANCING LIMITED                       )      PAUL LEACH
by:                                             )      PAUL THOMAS

(with authority to the Agent to incorporate
into the original document)

THE ARRANGER

SIGNED for and on behalf of                     )
J.P. MORGAN PLC                                 )      JOHN EMPSON
by:                                             )

THE AGENT

SIGNED for and on behalf of                     )
J.P. MORGAN EUROPE LIMITED.                     )      ROGER KEAN
by:                                             )

THE UNDERWRITER

SIGNED for and on behalf of                     )
JPMORGAN CHASE BANK                             )      CYRUS MEHTA
by:                                             )

THE SECURITY AGENT

SIGNED for and on behalf of                     )
J.P.MORGAN EUROPE LIMITED                       )      ROGER KEAN
by:                                             )

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