Exhibit 10.5

EXECUTION COPY

DATED 5 JUNE 2000

MBNA INTERNATIONAL BANK LIMITED
as Borrower

MBNA AMERICA BANK, N.A.
as Guarantor

BANK ONE, NA
as Lead Arranger

BANK OF AMERICA N.A.
LLOYDS TSB BANK PLC
THE ROYAL BANK OF SCOTLAND PLC
and
WESTDEUTSCHE LANDESBANK GIROZENTRALE
as Co-Arrangers

LLOYDS TSB BANK PLC
As Agent

and

THE FINANCIAL INSTITUTIONS
referred to herein as Banks

£325,000,000
MULTICURRENCY REVOLVING CREDIT AND
STERLING ACCEPTANCE FACILITY AGREEMENT

|              |  |                            
|------------- |  | ---------------------------
|ALLEN & OVERY |  | for the Arrangers and Banks





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CONTENTS

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|Clause |  |                                                  |  |  |    | Page
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|1.     |  | Interpretation                                   |  |  | 3  |     
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|2.     |  | The Facility                                     |  |  | 14 |     
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|3.     |  | Purpose                                          |  |  | 14 |     
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|4.     |  | Conditions Precedent                             |  |  | 14 |     
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|5.     |  | Nature Of Banks' Obligations                     |  |  | 15 |     
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|6.     |  | Utilisation Of The Facility                      |  |  | 15 |     
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|7.     |  | The Bills                                        |  |  | 17 |     
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|8.     |  | Interest                                         |  |  | 18 |     
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|9.     |  | Market Disruption And Alternative Interest Rates |  |  | 19 |     
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|10.    |  | Repayment                                        |  |  | 20 |     
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|11.    |  | Cancellation And Prepayment                      |  |  | 20 |     
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|12.    |  | Taxes                                            |  |  | 21 |     
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|13.    |  | Tax Receipts                                     |  |  | 23 |     
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|14.    |  | Increased Costs                                  |  |  | 23 |     
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|15.    |  | Illegality                                       |  |  | 25 |     
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|16.    |  | Mitigation                                       |  |  | 25 |     
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|17.    |  | Representations                                  |  |  | 26 |     
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|18.    |  | Financial Information                            |  |  | 30 |     
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|19.    |  | Financial Covenants                              |  |  | 31 |     
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|20.    |  | Covenants                                        |  |  | 34 |     
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|21.    |  | Events Of Default                                |  |  | 35 |     
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|22.    |  | Guarantee And Indemnity                          |  |  | 38 |     
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|23.    |  | Default Interest And Indemnity                   |  |  | 40 |     
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|24.    |  | Currency Of Account And Payment                  |  |  | 42 |     
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|25.    |  | Payments                                         |  |  | 43 |     
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|26.    |  | Set-Off                                          |  |  | 44 |     
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|27.    |  | Redistribution Of Payments                       |  |  | 45 |     
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|28.    |  | Fees                                             |  |  | 46 |     
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|       |  |                                                  |  |  |    |      |  |  | 
|29.    |  | Costs And Expenses                               |  |  | 46 |     





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|30. |  |  | The Agent, The Arrangers And The Banks    |  |  | 47 | 
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|31. |  |  | Benefit Of Agreement                      |  |  | 50 | 
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|32. |  |  | Assignments And Transfers By The Borrower |  |  | 50 | 
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|    |  |  |                                           |  |  |    |  |  | 
|33. |  |  | Assignments And Transfers By Banks        |  |  | 50 | 
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|34. |  |  | Disclosure Of Information                 |  |  | 52 | 
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|35. |  |  | Calculations And Evidence Of Debt         |  |  | 53 | 
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|36. |  |  | Remedies And Waivers                      |  |  | 54 | 
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|37. |  |  | Counterparts                              |  |  | 54 | 
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|38. |  |  | Amendments                                |  |  | 54 | 
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|39. |  |  | Partial Invalidity                        |  |  | 55 | 
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|40. |  |  | Notices                                   |  |  | 55 | 
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|41. |  |  | Economic And Monetary Union               |  |  | 56 | 
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|42. |  |  | Law                                       |  |  | 56 | 
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|    |  |  |                                           |  |  |    |  |  | 
|43. |  |  | Jurisdiction                              |  |  | 56 | 

|           |  |                                     |  |  |    |  |  | 
|---------- |  | ----------------------------------- |  |  | -- |  |  | 
|SCHEDULE 1 |  | The Banks                           |  |  | 58 | 
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|SCHEDULE 2 |  | Form Of Transfer Certificate        |  |  | 59 | 
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|SCHEDULE 3 |  | Conditions Precedent                |  |  | 62 | 
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|SCHEDULE 4 |  | Utilisation Request                 |  |  | 64 | 
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|SCHEDULE 5 |  | The Bills                           |  |  | 65 | 
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|SCHEDULE 6 |  | Mandatory Cost                      |  |  | 67 | 
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|SCHEDULE 7 |  | Form Of Power Of Attorney For Bills |  |  | 69 | 





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THIS AGREEMENTis made on 5 June 2000BETWEEN

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|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | MBNA INTERNATIONAL BANK LIMITED(the Borrower);                                                                                                                                         
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|(2) |  | MBNA AMERICA BANK, N.A.(the Guarantor);                                                                                                                                                
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|    |  |                                                                                                                                                                                          
|(3) |  | BANK ONE, NA(the Lead Arranger);                                                                                                                                                       
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|    |  |                                                                                                                                                                                          
|(4) |  | BANK OF AMERICA N.A., LLOYDS TSB BANK plc, THE ROYAL BANK OF SCOTLAND plc
and WESTDEUTSCHE LANDESBANK GIROZENTRALE(the Co-Arrangers, together
with the Lead Arranger, the Arrangers);
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|    |  |                                                                                                                                                                                          
|(5) |  | LLOYDS TSB BANK plc(the Agent); and                                                                                                                                                    
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|(6) |  | THE FINANCIAL INSTITUTIONSnamed in Schedule 1 (The Banks) (the Banks).                                                                                                                 

NOW IT IS HEREBY AGREEDas follows:

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|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.  |  | INTERPRETATION                                                                                                                                                                                                                                                                                                      
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|1.1 |  | In this Agreement:                                                                                                                                                                                                                                                                                                  
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|    |  | "Acceptance Commission means, in respect of a Bill, an amount in Sterling
calculated at the Acceptance Commission Rate on the face amount of such
Bill and for a period equal to the Tenor of such Bill.                                                                                                           
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|    |  | "Acceptance Commission Rate means 0.275 per cent. per annum.                                                                                                                                                                                                                                                       
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|    |  | "Advance means, save as otherwise provided herein, an advance made or to
be made by the Banks hereunder.                                                                                                                                                                                                           
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|    |  | "Available Commitment means, in relation to a Bank at any time and save
as otherwise provided herein, its Commitment at such time lessthe
Sterling Amount of its participation in any outstanding Advances and/or
Bills and in the case of a proposed Utilisation of the Facility only, so
as to take into account:

|    |  |                                                                                                                                                                                                   
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | any reduction in the Commitment of a Bank which will occur
prior to the commencement of, or during the Term or Tenor relating to
the proposed Utilisation;                                        
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|(b) |  | the Sterling Amount of its participation in any Advances and/or
Bills that are due to be made on or before the proposed Utilisation
Date; and                                                     
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|(c) |  | the Sterling Amount of that Banks participation in any
Advances and/or Bills that are due to be repaid or prepaid or any
Bills that are due to mature on or before the proposed Utilisation
Date.





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| |  | "Available Facility means, at any time, the aggregate amount of the
Available Commitments at such time.                                                                                                                                                                                                                                                                                  
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| |  | "Bill means an Eligible Bill accepted, or to be accepted, by a Bank
pursuant to this Agreement.                                                                                                                                                                                                                                                                                          
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| |  | "Committed Currencies means Sterling, United States Dollars and Euros.                                                                                                                                                                                                                                                                                                                   
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| |  | "Commitment means, in relation to a Bank at any time and save as
otherwise provided herein, the amount set opposite its name in Schedule 1
(The Banks).                                                                                                                                                                                                                                  
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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
any combination of the foregoing), would constitute an Event of Default.                                                                                                                                                              
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| |  | "Eligible Bank means a lender whose acceptance of a bill of exchange
would, if the bill of exchange was otherwise eligible, make the bill of
exchange eligible for rediscount at the Bank of England.                                                                                                                                                                                    
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| |  | "Eligible Bill means a Sterling bill of exchange eligible for discount at
the Bank of England.                                                                                                                                                                                                                                                                                           
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| |  | "Eligible Bill Rate means, in relation to a utilisation of the Facility
by way of Bills, the arithmetic mean (rounded upwards to four decimal
places) of the rates (as notified to the Agent) at which each of the
Reference Banks was offering as of 11:00 a.m. on the relevant Utilisation
Date to purchase Eligible Bills with a tenor equivalent to that of the
Bills to be accepted.
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| |  | "Eligible Receivables means, on any date, the aggregate of:                                                                                                                                                                                                                                                                                                                              

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|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | any Receivables which are owned by any member of the Group on
such date to the extent they are or would be reflected on a
consolidated balance sheet of the Borrower, prepared in accordance
with accounting principles generally accepted in England and Wales
and consistently applied; and
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|(b) |  | any Transferors Retained Interests on such date,                                                                                                                                                                                                                                            

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| |  | in each case, other than any such Receivables or Transferors Retained
Interests which are (a) in accounts (or, in the case of the Transferors
Retained Interests, represent indirect interests in Receivables in
accounts) that are treated by the relevant member of the Group as
non-accruing or that have balances ninety days or more past due, (b)
represent the Financed Portion of Receivables subject to a Securitisation
or (c) are otherwise subject to an encumbrance.
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| |  | "EMU means Economic and Monetary Union as contemplated in the Treaty on
European Union.                                                                                                                                                                                                                                                                                                                                                                                           
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| |  | "EMU Legislation means legislative measures of the European Council for
the introduction of, changeover to or operation of a single or unified
European currency.                                                                                                                                                                                                                                                                                                                 





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| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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| |  | "Event of Default means any of those events specified in Clause 21.1.                                                                                                                                                                                                                                                                                                                                                                                    
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| |  | "Existing Facility means the £300,000,000 multicurrency revolving credit
facility agreement originally dated 25 October 1995 (as amended and
restated on 11 October 1996) between, inter alia, MBNA International Bank
Limited as borrower, The First National Bank of Chicago as agent and the
financial institutions defined therein as banks.                                                                                                         
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| |  | "Facility means the multicurrency revolving credit and Sterling
acceptance facility granted to the Borrower in this Agreement.                                                                                                                                                                                                                                                                                                                           
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| |  | "Facility Office means the office or offices notified by a Bank to the
Agent in writing on or before the date it becomes a Bank (or, following
that date, by not less than five business days written notice) as the
office or offices through which it will perform its obligations under this
Agreement.                                                                                                                                              
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| |  | "Final Maturity Date means 3 June 2005 (or if such day is not a business
day, the immediately preceding business day).                                                                                                                                                                                                                                                                                                                                   
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| |  | "Finance Parties means each Bank, the Agent and each Arranger.                                                                                                                                                                                                                                                                                                                                                                                           
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| |  | "Financed Portion means at any time, with respect to Receivables subject
to a Securitisation, an amount of such Receivables equal to the aggregate
amount of then outstanding debt or equity instruments or securities (other
than any Transferors Retained Interests) issued in connection with such
Securitisation, in each case determined in accordance with accounting
principles generally accepted in England and Wales and consistently
applied.
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| |  | "Group means, at any time, the Borrower and its subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                            
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| |  | "Information Memorandum means the confidential information memorandum
dated April 2000 and prepared in connection with this Agreement.                                                                                                                                                                                                                                                                                                                   
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| |  | "Instructing Group means,                                                                                                                                                                                                                                                                                                                                                                                                                                

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|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) |  | whilst there are no Outstandings hereunder, a Bank or group of
Banks whose Commitments amount (or, if each Banks Commitment has
been reduced to zero, did immediately before such reduction to zero
amount) in aggregate to sixty-six and two thirds per cent. or more of
the Total Commitments; and
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|(d) |  | whilst at least one Advance or Bill is outstanding hereunder, a
Bank or group of Banks, to whom in aggregate sixty-six and two thirds
per cent. or more of the Sterling Amount of the Outstandings is owed.                                                                                          

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| |  | "LIBOR means in relation to any Advance or unpaid sum, the rate per annum
determined by the Agent to be equal to the arithmetic mean (rounded
upwards to four decimal places) of:





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|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|(e) |  | the offered quotations which appear on the relevant page (being
currently the page designated FRBD in respect of Sterling and
United States Dollars and the page designated FRBE in respect of
euro) of the Reuter Monitor Money Rates Service for the display of
London Interbank Offered Rates for the currency of the relevant
amount and for the specified period as of 11.00 a.m. on the Quotation
Date for such specified period;                                                                                                                                                         
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|(f) |  | if the Reuter Monitor Money Rates Service shall cease to be
available, or the relevant page shall cease to be available or if no
quotations for the relevant currency for the specified period appear
on such page, then the offered quotation which appears on such other
page or such other service as the Agent and the Borrower shall agree
which displays British Bankers Association Interest Settlement Rates
for deposits in the currency of the relevant amount for the specified
period as of 11.00 a.m. on the Quotation Date for such specified
period; or                              
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|(g) |  | if the Reuter Monitor Money Rates Service shall cease to be
available or no quotation appears on the relevant page for the
relevant currency for the specified period or if no such display page
is then available for the relevant currency for such specified period
and no alternative service has been agreed upon, the rates (as
notified to the Agent) at which each of the Reference Banks was
offering to prime banks in the London Interbank Market deposits in
the currency of such amount and for such specified period as of 11.00
a.m. on the Quotation Date for such specified period,

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| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | and, for the purposes of this definition, specified period means the
Term of such Advance or, as the case may be, the relevant period in
respect of which LIBOR falls to be determined in relation to such unpaid
sum.
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| |  | "Loan means the aggregate principal amount of Advances for the time being
outstanding hereunder.                                                                                                                       
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| |  | "Managed Credit Card Receivables shall have the meaning ascribed to it in
sub-clause 19.3.4 of Clause 19.3.                                                                                                            
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| |  | "Mandatory Cost means the rate determined in accordance with Schedule 6
(Mandatory Cost).                                                                                                                              
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| |  | "Margin means 0.275 per cent. per annum.                                                                                                                                                                               
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| |  | "Market Disruption Event means (a) for any reason, bills of exchange
cannot be drawn and accepted by Eligible Banks in the London discount
market; or (b) the Agent has been unable to determine an Eligible Bill
Rate.
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| |  | "Material Adverse Effect means a material adverse effect on:                                                                                                                                                           





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|    |  |                                                                                                 
|--- |  | ------------------------------------------------------------------------------------------------
|(h) |  | the business, assets, operations or financial condition of the
Borrower or the Group as a whole;
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|(i) |  | the ability of the Borrower to perform its obligations
hereunder; or                            
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|(j) |  | the rights or remedies of the Banks hereunder.                                                  

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| |  | "Material Subsidiary means, at any time, a subsidiary of the Borrower:

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|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(k) |  | whose net profits (or, in the case of a subsidiary which itself
has subsidiaries, consolidated net profits) before taxation and,
where appropriate, profits and/losses on sale or termination of
operations as shown by the latest audited profit and loss account of
that subsidiary is at least 10 per cent. of Group Profit (as defined
below) as shown by the latest published audited consolidated profit
and loss account of the Borrower and its subsidiaries; or
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|(l) |  | whose total assets (or, in the case of a subsidiary which
itself has subsidiaries, consolidated total assets) as shown by the
latest audited balance sheet of that subsidiary amount in value to at
least 10 per cent. of the consolidated total assets of the Borrower
and its subsidiaries as shown by the latest published audited
consolidated balance sheet of the Group; or                                                                                       
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|(m) |  | to which has been transferred (whether by one transaction or a
series of transactions, related or not) the whole or substantially
the whole of the assets of a subsidiary which immediately prior to
such transaction or any such transactions was a Material Subsidiary;
or                                                                                                                                                                                            
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|(n) |  | to which has been transferred assets or an undertaking which,
taken together with the assets of the transferee subsidiary, amount
in value to at least 10 per cent. of the consolidated assets of the
Group as shown by the latest published audited consolidated balance
sheet of the Group,                                                                                                                                                                           

| |  |                       
| |  | ----------------------
| |  | provided however that:

|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i) |  | a subsidiary which has become a Material Subsidiary pursuant to
the provisions of section (c) or (d) of the definition shall cease to
be a Material Subsidiary after whichever is the later of the first
date of publication of the first audited consolidated profit and loss
account and consolidated balance sheet of the Group prepared as of a
date after such subsidiary became a Material Subsidiary and the date
of the report of the auditors of that subsidiary on or relating to
the first audited profit and loss account and balance sheet of such
subsidiary prepared as of a date after such subsidiary became a
Material Subsidiary unless it remains to be treated as a Material
Subsidiary pursuant to the provisions of section (a) or (b) of this
definition;





---



|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|     
|     
|     
|     
|(ii)  |  | each of the audited consolidated profit and loss accounts and
consolidated balance sheets of the Group shall be adjusted in such
manner as the auditors of the Borrower think fair and appropriate to
take account of the subsidiaries acquired or disposed of after the
date to or at which such profit and loss account or balance sheet is
made up and of subsidiaries excluded from consolidation therein;                                                                                                                                                                                                                        
|     
|     
|     
|     
|     
|(iii) |  | references herein to the audited consolidated profit and loss
account and consolidated balance sheet of a subsidiary which has
subsidiaries shall be construed as references to the audited
consolidated profit and loss account and consolidated balance sheet
of such subsidiary and its subsidiaries, if such are required to be
produced and audited or, if no such profit and loss account or
balance sheet are required to be produced and audited, pro forma
consolidated profit and loss account and consolidated balance sheet
prepared for the purposes of the report by the auditors of the
Borrower referred to below; and
|     
|     
|     
|     
|     
|(iv)  |  | the said net profit or consolidated profit and the said total
assets or consolidated total assets of any subsidiary shall, if
expressed in a currency other than Sterling, be translated into
Sterling for the purpose of this definition at the rates of exchange
used for the purposes of the preparation of the published audited
profit and loss account or balance sheet of the Group or such other
rates as the auditors of the Borrower may consider appropriate.                                                                                                                                                              

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | A report by the auditors of the Borrower that in their opinion a
subsidiary is or is not or was or was not at any particular time or during
any particular period a Material Subsidiary shall, in the absence of
manifest error, be conclusive and binding on all concerned and for the
purpose of this definition Group Profit shall mean the consolidated net
profit before taxation (and, where appropriate, profits and/or losses on
sale or termination of operations) of the Group, taking credit for any
profits of, and deducting any loss, of any corporation which is not a
subsidiary to the extent that the same is attributable to the Borrower and
is included in the audited consolidated profit and loss account of the
Group, without making any deduction in respect of minority interests held
by any person who is not a member of the Group.
|
|
|
|
|
| |  | "Maturity Date means, in relation to a Bill, the date specified in it as
its maturity date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
|
|
|
|
| |  | "Obligors means the Borrower and the Guarantor and Obligor means either
of them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
|
|
|
|
| |  | "Optional Currency means any currency (other than any Committed Currency)
which is freely transferable and freely convertible into Sterling.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
|
|
|
|
| |  | "Original Consolidated Financial Statements means the audited
consolidated financial statements of the Borrower for its financial year
ended 31 December 1999.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
|
|
|
|
| |  | "Original Sterling Amount means, in relation to any Utilisation (whether
by way of an Advance or Bills), the amount thereof requested in the
Utilisation Request relating thereto (as the same may be reduced pursuant
to Clause 6.4) or, if the amount requested is not denominated in                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           





---



| |  |                                                                                                                                            
| |  | -------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
|
| |  | Sterling, the equivalent of such amount (as the same may be so reduced) in
Sterling, calculated as at the date of such Utilisation Request.
|
|
|
|
|
| |  | "Outstandings means the aggregate of the Sterling Amounts of each
outstanding Advance and each outstanding Bill.                          
|
|
|
|
|
| |  | "Participating Member State means each state so described in any EMU
Legislation.                                                         
|
|
|
|
|
| |  | "Proportion means, in relation to a Bank:                                                                                                 

|    |  |                                                                                                                                                                                                                                                      
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(o) |  | whilst there are no Outstandings hereunder, the proportion
borne by its Commitment to the Total Commitments (or, if the Total
Commitments are then zero, by its Commitment to the Total Commitments
immediately prior to their reduction to zero); or
|   
|   
|   
|   
|   
|(p) |  | whilst there are Outstandings hereunder, the proportion borne
by its share of the Sterling Amount of the Outstandings to the
Sterling Amount of the Outstandings.                                                                                    

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | "Qualifying Bank means any person who is a bank for the purposes of
Section 349 of the Income and Corporation Taxes Act 1988 and, with respect
to any interest payable to such person hereunder, such person is within
the charge to United Kingdom corporation tax as respects such interest at
the time when such interest is paid.                                                                                                                                                                              
|
|
|
|
|
| |  | "Quotation Date means, in relation to any period for which an interest
rate is to be determined hereunder, the day on which quotations would
ordinarily be given by prime banks in the London Interbank Market for
deposits in the currency in relation to which such rate is to be
determined for delivery on the first day of that period, provided that, if
for any such period quotations would ordinarily be given on more than one
date, the Quotation Date for that period shall be the last of those dates.
|
|
|
|
|
| |  | "Receivables means any credit card or other loan receivables which have
arisen in the ordinary course of business of any member of the Group
(including, without limitation, through the purchase of any body corporate
or any loan assets).                                                                                                                                                                                                                                                                       
|
|
|
|
|
| |  | "Reference Banks means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|    |  |                                                                                                                                   
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------
|(q) |  | in relation to LIBOR, the principal London offices of Bank of
America N.A., Lloyds TSB Bank plc and Bank One, NA; and             
|   
|   
|   
|   
|   
|(r) |  | in relation to the Eligible Bill Rate, the principal London
offices of Bank of America N.A., Lloyds TSB Bank plc and Bank One,
NA,

| |  |                                                                                                                                 
| |  | --------------------------------------------------------------------------------------------------------------------------------
| |  | or, in any such case, such other bank or banks as may from time to time be
agreed between the Borrower and an Instructing Group.
|
|
|
|
|
| |  | "Repayment Date means, in relation to any Advance, the last day of the
Term thereof.                                           





---



| |  |                                                                                                                                                                                                                                                                                                                                                     
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
|
| |  | "Securitisation means the transfer or pledge of assets or interests in
assets to a trust, partnership, corporation or other entity, which
transfer or pledge is funded by such entity in whole or in part by the
issuance of instruments or securities that are paid principally from the
cashflow derived from such assets or interests in assets.
|
|
|
|
|
| |  | "Sterling Amount means:                                                                                                                                                                                                                                                                                                                            

|    |  |                                                                                                                                      
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------
|(s) |  | in relation to any Advance, its Original Sterling Amount as
reduced by the proportion (if any) of such Advance which has been
repaid;
|   
|   
|   
|   
|   
|(t) |  | in relation to the Loan, the aggregate of the Sterling Amounts
of the outstanding Advances; and                                      
|   
|   
|   
|   
|   
|(u) |  | in relation to a Bill, its face amount.                                                                                              

| |  |                                                                                                                                                                                     
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | "TARGET means the Trans-European Automated Real-Time Gross Settlement
Express Transfer System.                                                                                     
|
|
|
|
|
| |  | "Term means, save as otherwise provided herein, in relation to any
Advance, the period for which such Advance is borrowed as specified in the
Utilisation Request relating thereto.
|
|
|
|
|
| |  | "Tenor means in relation to a Bill, the period from its issue date to its
Maturity Date, as specified in the Utilisation Request relating to that
Bill.                            
|
|
|
|
|
| |  | "Total Commitments means, at any time, the aggregate of the Banks
Commitments.                                                                                                    
|
|
|
|
|
| |  | "Transfer Certificate means a certificate substantially in the form set
out in Schedule 2 (Form of Transfer Certificate) signed by a Bank, a
Transferee and the Agent whereby:     

|    |  |                                                                                                                                                                                                   
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(v) |  | such Bank seeks to procure the transfer to such Transferee of
all or a part of such Banks rights and obligations hereunder upon
and subject to the terms and conditions set out in Clause 33; and
|   
|   
|   
|   
|   
|(w) |  | such Transferee undertakes to perform the obligations it will
assume as a result of delivery of such certificate to the Agent as is
contemplated in Clause 33.3.                                  

| |  |                                                                                                                                                                                                                                                                                                                                                                                     
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | "Transfer Date means, in relation to any Transfer Certificate, the date
for the making of the transfer as specified in the schedule to such
Transfer Certificate.                                                                                                                                                                                                                  
|
|
|
|
|
| |  | "Transferee means a bank or other financial institution to which a Bank
seeks to transfer all or part of such Banks rights and obligations
hereunder.                                                                                                                                                                                                                             
|
|
|
|
|
| |  | "Transferors Retained Interests means any beneficial debt or equity
interest held by any member of the Group in any trust, partnership,
corporation or other entity to which Receivables of any member of the
Group have been transferred in a Securitisation and, for the purposes
hereof, the amount of the Transferors Retained Interests at any date
shall be the amount that





---



|    |  |                                                                                                                                                                                                                                                                                                                                           
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|   
|    |  | would be reflected on a consolidated balance sheet of the Group at
such date prepared in accordance with accounting principles generally
accepted in England and Wales and consistently applied together with any
amount which would be so reflected but for any financing relating thereto
which does not transfer any ownership therein.
|   
|   
|   
|   
|   
|    |  | "Utilisation means a utilisation of the Facility whether by way of an
Advance or Bills, and any Advance or Bills issued or to be issued pursuant
to that Utilisation.                                                                                                                                                                    
|   
|   
|   
|   
|   
|    |  | "Utilisation Date means the date of a Utilisation, being the date on
which the relevant Advance is to be made or Bills are to be accepted.                                                                                                                                                                                               
|   
|   
|   
|   
|   
|    |  | "Utilisation Request means a notice substantially in the form set out in
Schedule 4 (Utilisation Request) which shall be irrevocable.                                                                                                                                                                                                    
|   
|   
|   
|   
|   
|1.2 |  | Any reference in this Agreement to:                                                                                                                                                                                                                                                                                                       
|   
|   
|   
|   
|   
|    |  | the Agent Arrangers or any Bank shall be construed so as to include
its and any subsequent successors, Transferees and assigns in accordance
with their respective interests;                                                                                                                                                       
|   
|   
|   
|   
|   
|    |  | a business day shall be construed as a reference to a day (other than a
Saturday or Sunday) on which (i) banks are generally open for business in
London and (ii) if such reference relates to a date for the payment or
purchase of any sum denominated in:                                                                            

|    |  |                                                                                                                                                                                                           
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(x) |  | an Optional Currency or a Committed Currency (other than euro),
banks generally are open for business in the principal financial
centre of the country of such Optional Currency or Committed
Currency; or
|   
|   
|   
|   
|   
|(y) |  | euro, a day on which TARGET is operating;                                                                                                                                                                 

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a Clause shall, subject to any contrary indication, be construed as a
reference to a Clause hereof;                                                                                                                                                                                                                                                                                                                 
|
|
|
|
|
| |  | an encumbrance shall be construed as a reference to a mortgage, charge,
pledge, lien, assignment by way of security, retention of title or other
security interest;                                                                                                                                                                                                                                                 
|
|
|
|
|
| |  | "equity share capital has the meaning ascribed to it in s744 of the
Companies Act 1985;                                                                                                                                                                                                                                                                                                                              
|
|
|
|
|
| |  | the equivalent on any given date in one currency (the first currency)
of an amount denominated in another currency (the second currency) is a
reference to the amount of the first currency which could be purchased
with the amount of the second currency at the spot rate of exchange quoted
by the Agent at or about 9.15 a.m. on such date for the purchase of the
first currency with the second currency;
|
|
|
|
|
| |  | "holding company of a person shall be construed as a reference to any
person of which the first-mentioned person is a subsidiary;                                                                                                                                                                                                                                                                                    





---



| |  |                                                                                                                                                                                                       
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
|
| |  | "indebtedness shall be construed so as to include any obligation (whether
incurred as principal or as surety) for the payment or repayment of money,
whether present or future, actual or contingent;
|
|
|
|
|
| |  | "indebtedness for borrowed money shall be construed as a reference to any
indebtedness of any person for or in respect of:                                                                           

|     |  |                                                                                                                                                                                                                                                     
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(z)  |  | all indebtedness for money borrowed by such person or for the
deferred purchase price of property or services (other than current
trade liabilities incurred in the ordinary course of business and
payable in accordance with customary practices);
|    
|    
|    
|    
|    
|(aa) |  | any other indebtedness for money borrowed by such person which
is evidenced by a note, bond, debenture or similar instrument;                                                                                                                       
|    
|    
|    
|    
|    
|(bb) |  | all obligations of such person in respect of acceptances issued
or created for the account of such person;                                                                                                                                          
|    
|    
|    
|    
|    
|(cc) |  | all liabilities secured by any encumbrance on any property
owned by such person even though such person has not assumed or
otherwise become liable for the payment thereof; and                                                                     
|    
|    
|    
|    
|    
|(dd) |  | contingent obligations of such person in respect of
indebtedness of others of a type specified in any of (a) to (d) above
(other than any undrawn lines of credit or undrawn credit commitments
to any persons),                                    

| |  |                                                                                                                
| |  | ---------------------------------------------------------------------------------------------------------------
| |  | provided thatindebtedness for borrowed money shall not include with
respect to any such person which is a bank:

|      |  |                                                                                                                                                                           
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i)   |  | indebtedness for borrowed money in respect of retail deposits
held by such person;                                                                                        
|     
|     
|     
|     
|     
|(ii)  |  | indebtedness for borrowed money in respect of agreements in the
ordinary course of business to purchase or repurchase securities or
loans; and                            
|     
|     
|     
|     
|     
|(iii) |  | contingent liabilities incurred in the ordinary course of
banking business (including bankers acceptances, trade acceptances,
letters of credit and finance acceptances),

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | and provided further that each of the foregoing items in this definition
shall be deemed to constitute indebtedness for borrowed money only to the
extent it would be (or in the case of contingent obligations, the
indebtedness for borrowed money of the primary obligor would be) required
to be reflected as a liability by generally accepted accounting principles
in England and Wales or, as the case may be, in the United States (in
respect of the Guarantor);
|
|
|
|
|
| |  | a month is a reference to a period starting on one day in a calendar
month and ending on the numerically corresponding day in the next
succeeding calendar month save that, where any such period would otherwise
end on a day which is not a business day, it shall end on the next                                                                                                                                                                                    





---



| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
|
| |  | succeeding business day, unless that day falls in the calendar month
succeeding that in which it would otherwise have ended, in which case it
shall end on the immediately preceding business day provided that, if a
period starts on the last business day in a calendar month or if there is
no numerically corresponding day in the month in which that period ends,
that period shall end on the last business day in that later month (and
references to months shall be construed accordingly);
|
|
|
|
|
| |  | a person shall be construed as a reference to any person, firm, company,
corporation, government, state or agency of a state or any association or
partnership (whether or not having separate legal personality) of two or
more of the foregoing;                                                                                                                                                                                                                                                    
|
|
|
|
|
| |  | a Schedule shall, subject to any contrary indication, be construed as a
reference to a schedule hereto;                                                                                                                                                                                                                                                                                                                                                                                               
|
|
|
|
|
| |  | a subsidiary of a company or corporation shall be construed as a
reference to any company or corporation:                                                                                                                                                                                                                                                                                                                                                                                             

|     |  |                                                                                                                                                  
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|(ee) |  | which is controlled, directly or indirectly, by the
first-mentioned company or corporation;                                                      
|    
|    
|    
|    
|    
|(ff) |  | more than half the issued share capital of which is
beneficially owned, directly or indirectly, by the first-mentioned
company or corporation; or
|    
|    
|    
|    
|    
|(gg) |  | which is a subsidiary of another subsidiary of the
first-mentioned company or corporation                                                        

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | and, for these purposes, a company or corporation shall be treated as
being controlled by another if that other company or corporation is able
to direct its affairs and/or to control the composition of its board of
directors or equivalent body;                                                                                                                                                                                                                                                          
|
|
|
|
|
| |  | "tax shall be construed so as to include any tax, levy, impost, duty or
other charge of a similar nature (including, without limitation, any
penalty or interest payable in connection with any failure to pay or any
delay in paying any of the same);                                                                                                                                                                                                                                                      
|
|
|
|
|
| |  | "VAT shall be construed as a reference to value added tax including any
similar tax which may be imposed in place thereof from time to time; and                                                                                                                                                                                                                                                                                                                                                             
|
|
|
|
|
| |  | the winding-up, dissolution or administration of a company or
corporation shall be construed so as to include any equivalent or
analogous proceedings under the law of the jurisdiction in which such
company or corporation is incorporated or any jurisdiction in which such
company or corporation carries on business including proceedings relating
to liquidation, winding-up, reorganisation, dissolution, administration,
arrangement or adjustment of debts or protection or relief of debtors.





---



|    |  |                                                                                                                                                                                                                                           
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|   
|1.3 |  | "£ and Sterling denote the lawful currency of the United Kingdom, $
and United States Dollar denote the lawful currency of the United States
of America, and euro denotes the single currency of the Participating
Member States.
|   
|   
|   
|   
|   
|1.4 |  | Save where the contrary is indicated, any reference in this Agreement to:                                                                                                                                                                 

|      |  |                                                                                                                                                                                                                                                                 
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.4.1 |  | this Agreement or any other agreement or document shall be
construed as a reference to this Agreement or, as the case may be,
such other agreement or document as the same may have been, or may
from time to time be, amended, varied, novated or supplemented;
|     
|     
|     
|     
|     
|1.4.2 |  | a statute shall be construed as a reference to such statute as
the same may have been, or may from time to time be, amended or
re-enacted; and                                                                                                                  
|     
|     
|     
|     
|     
|1.4.3 |  | a time of day shall be construed as a reference to London
time.                                                                                                                                                                                                 

|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.5 |  | Clause, Part and Schedule headings are for ease of reference only.                                                                                                                                                                                                                                                                                                                                                             
|   
|   
|   
|   
|   
|1.6 |  | Except as otherwise expressly provided in this Agreement, a person who is
not a party to this Agreement has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Agreement.
Notwithstanding any term of this Agreement, the consent of any third party
is not required for any variation (including any release or compromise of
any liability under) or termination of, this Agreement.
|   
|   
|   
|   
|   
|2.  |  | THE FACILITY                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|   
|   
|   
|   
|    |  | The Banks grant to the Borrower, upon the terms and subject to the
conditions hereof, a multicurrency revolving credit facility in an
aggregate amount of £325,000,000 or its equivalent from time to time in
Committed Currencies and/or Optional Currencies. The Facility will be
made available to the Borrower by way of a Sterling acceptance credit
facility and by way of multicurrency cash advances.                  
|   
|   
|   
|   
|   
|3.  |  | PURPOSE                                                                                                                                                                                                                                                                                                                                                                                                                        

|      |  |                                                                                                                                                                        
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1.1 |  | The Facility is intended for general corporate purposes and
for the refinancing of the Existing Facility.                                                              
|     
|     
|     
|     
|     
|3.1.2 |  | Neither the Agent, the Arrangers and the Banks nor any of them
shall be obliged to concern themselves with the application of
amounts raised by the Borrower hereunder.

|   |  |                                                                                                                                                                                                                                                                                       
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. |  | CONDITIONS PRECEDENT                                                                                                                                                                                                                                                                  
|  
|  
|  
|  
|  
|   |  | Save as the Banks may otherwise agree, the Borrower may not deliver any
Utilisation Request hereunder unless the Agent has confirmed to the
Borrower and the Banks that it has received all of the documents listed in
Schedule 3 (Conditions Precedent) and that each is, in form and





---





|    |  | substance,
satisfactory to the Agent. The Agent undertakes to give such confirmation
promptly upon its having received all such documents and found them to be
satisfactory.                                                                     
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|5.  |  | NATURE OF BANKS OBLIGATIONS                                                                                                                                                                                                                     
|   
|5.1 |  | The rights and obligations of each Bank hereunder are several.                                                                                                                                                                                   
|   
|5.2 |  | The failure by a Bank to perform its obligations hereunder shall not
affect the obligations of the Borrower towards any other party hereto nor
shall any other party be liable for the failure by such Bank to perform
its obligations hereunder.
|   
|6.  |  | UTILISATION OF THE FACILITY                                                                                                                                                                                                                      
|   
|6.1 |  | Save as otherwise provided herein, an Advance will be made to the
Borrower or Bills will be accepted by the Banks if:                                                                                                                            
|   

| |  | 6.1.1 |  | not more than ten business days nor later than 10.00 a.m. on
the first business day (in the case of Bills or an Advance to be made
in Sterling) or later than 10.00 a.m. on the third business day (in
the case of an Advance to be made in another Committed Currency or in
an Optional Currency) before the proposed Utilisation Date, the Agent
has received from the Borrower a Utilisation Request therefor which
specifies whether the Utilisation is to be by way of the drawing of
an Advance or the acceptance of Bills;                                                                                                              
| |  | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 6.1.2 |  | the proposed Utilisation Date is a business day falling before
(in the case of Bills, seven days before) the Final Maturity Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | 6.1.3 |  | in relation to an Advance, the relevant Utilisation Request
states the currency of denomination of the Advance requested, which
shall be a Committed Currency or an Optional Currency, provided that,
if the Borrower selects an Optional Currency, the Borrower may also
select a Committed Currency which is to apply if its selection of
such Optional Currency becomes ineffective pursuant to Clause 6.2;                                                                                                                                                                                                                                 
|
| |  | 6.1.4 |  | upon the making of the relevant Utilisation there will be no
more than fifteen Utilisations then outstanding hereunder and, in the
case of an Advance, the Loan will not be denominated in more than
five Optional Currencies;                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | 6.1.5 |  | in relation to an Advance, the proposed amount of such Advance
is (a) a minimum amount of £5,000,000 and an integral multiple of
£1,000,000 or (b) equal to the amount of the Available Facility (or,
in either case, if the Advance is to be denominated in another
Committed Currency or an Optional Currency, such comparable amount
thereof as the Agent may from time to time specify following
discussions with the Borrower) or, in relation to Bills, the proposed
aggregate face amount of such Bills is a minimum amount of £5,000,000
and an integral multiple of £1,000,000, in any such case not
exceeding the Available Facility;





---





| |  | 6.1.6 |  | in relation to an Advance, the proposed Term of such Advance
is a period of one, two, three, six or nine months, or such other
period as may be agreed between the Borrower and the Agent (acting on
the instructions of the Banks) which, in each such case, ends on a
day which is or precedes the Final Maturity Date;
| |  | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 6.1.7 |  | in relation to Bills, the proposed Tenor of such Bills is a
period of between 7 days and 187 which ends on a day which is or
precedes the Final Maturity Date; and                                                                                                                                                       
|
| |  | 6.1.8 |  | either:                                                                                                                                                                                                                                                                                                                  
|

| |  |  |  | (a) |  | no Default is outstanding or would result from
the making of the Advance or the acceptance of the Bills; and
| |  |  |  | --- |  | ------------------------------------------------------------------------------------------------------------
|
| |  |  |  | (b) |  | the representations set out in Clauses 17.1 and
17.2 are true on and as of the proposed Utilisation Date,   
|

| |  |  |  | or the Banks agree (notwithstanding any matter mentioned at (b)
above or that a Default is outstanding or would result from the
Utilisation) to the making of such Utilisation.
| |  |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

|6.2 |  | If the Borrower requests that an Advance be denominated in an Optional
Currency but:
|--- |  | ------------------------------------------------------------------------------------
|   

| |  | 6.2.1                                                                                                                                                                                                                                                                                                                                                                                                                  |  | no later than 12.00 noon on the third business day preceding
the first day of the Term of such Advance, any Bank notifies the
Agent that it does not agree to such request; or                                                       
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 6.2.2                                                                                                                                                                                                                                                                                                                                                                                                                  |  | no later than 11.00 a.m. on the Quotation Date for such
Advance, the Agent notifies the Borrower and the Banks that the Agent
is of the opinion that it is not feasible for such Advance to be
denominated in such Optional Currency,
|
| |  | then, unless the Borrower and the Banks otherwise agree, such Advance
shall not be made unless the Borrower specified in the Utilisation Request
in respect of such Advance that in such event such Advance should be
denominated in a Committed Currency in which case such Advance shall be
made in such Committed Currency in an amount equal to the Original
Sterling Amount relating to such Utilisation Request.
|

|6.3 |  | Each Bank will participate through its Facility Office in each
Utilisation in the proportion borne by its Available Commitment to the
Available Facility immediately prior to the making of that Utilisation.                                                                                            
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|6.4 |  | If a Banks Commitment is reduced in accordance with the terms hereof
(other than pursuant to Clause 33) after the Agent has received the
Utilisation Request, then both the Original Sterling Amount and the actual
amount of the relevant Advance or Utilisation of Bills shall be reduced
accordingly.
|   
|6.5 |  | If the Borrower requests a Utilisation by way of Bills and a Bank is
either not an Eligible Bank or is unable to accept Bills, that Bank may by
no later than 3.00 p.m. on the business day prior                                                                                                        





---





|    |  | to the proposed
Utilisation Date notify the Agent that it is unable to accept Bills
whereupon the Agent shall promptly (and, in any event, by no later than
9.30 a.m. on the Utilisation Date) notify the Borrower.                                                                                                                                                                                                                                                                                                                                                                              
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|6.6 |  | If a Bank gives notice pursuant to Clause 6.5, or if it has otherwise
delivered a prior written notice to the Agent that it is either not an
Eligible Bank or is unable to accept Bills hereunder it shall (subject to
the other provisions of this Clause) be required to make an Advance to the
Borrower in Sterling in an amount equal to the aggregate face amount of
the Bills it would otherwise have accepted and with an equivalent Term to
the Tenor. Any Advance made pursuant to this Clause 6.6 shall not be
taken into account for the purpose of the limit set out in Clause 6.1.4.
|   
|7.  |  | THE BILLS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|7.1 |  | Save as otherwise provided in this Agreement, if a Utilisation is to be
made by way of Bills, the Bills shall be accepted and discounted or
purchased in accordance with Schedule 5 (The Bills).                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|7.2 |  | The Borrower shall ensure that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   

| |  | 7.2.1 |  | upon the delivery of a Utilisation Request for a Utilisation
by way of Bills, the Agent has a sufficient stock of blank, numbered
signed Bills (maintained by the Agent in safe custody in accordance
with Clause 7.6); and
| |  | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 7.2.2 |  | each Bill supplied by it to the Agent for a Utilisation shall:                                                                                                                                                             
|

| |  |  |  | (a) |  | be signed on behalf of the Borrower by an
authorised officer;                                                 
| |  |  |  | --- |  | --------------------------------------------------------------------------------------------------------------
|
| |  |  |  | (b) |  | be undated;                                                                                                   
|
| |  |  |  | (c) |  | have the maturity date, face amount and drawee
left blank; and                                                
|
| |  |  |  | (d) |  | be claused in a manner which complies with the
Bank of Englands requirements for Eligible Bills at that
time.
|

|7.3 |  | The Borrower authorises the Agent to complete the Bills on its behalf
including, without limitation:
|--- |  | ----------------------------------------------------------------------------------------------------
|   

| |  | 7.3.1 |  | dating the Bills with the issue and maturity dates;                                               
| |  | ----- |  | --------------------------------------------------------------------------------------------------
|
| |  | 7.3.2 |  | inserting the name of the relevant Bank as drawee;                                                
|
| |  | 7.3.3 |  | inserting the face amount of each Bill in a manner consistent
with allocations under Clause 6; and
|
| |  | 7.3.4 |  | delivering the same to Banks for acceptance.                                                      
|

|7.4 |  | On the relevant Utilisation Date, the Agent will account to the Borrower
for:
|--- |  | -----------------------------------------------------------------------------





---





| |  | 7.4.1 |  | any sums received by it from a Bank pursuant to paragraph 6 of
Schedule 5 (The Bills); and                                                                                           
| |  | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 7.4.2 |  | if Bills have been purchased or discounted by the Agent
pursuant to paragraph 4 of Schedule 5 (The Bills), an amount equal to
the face amount of each such Bill lessthe aggregate of:
|

| |  |  |  | (a) |  | an amount equal to a discount of such Bill at the
Eligible Bill Rate; and
| |  |  |  | --- |  | -------------------------------------------------------------------------
|
| |  |  |  | (b) |  | an amount equal to the applicable Acceptance
Commission.                 
|

|7.5 |  | On the Maturity Date of each Bill, the Borrower shall pay to the Agent
for the account of the relevant Bank an amount equal to the face amount of
the Bill.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|7.6 |  | The Agent shall maintain in safe custody all blank signed Bills held by
it hereunder. The Agent agrees:                                                    
|   

| |  | 7.6.1 |  | only to complete the blank signed Bills in accordance with
Clause 7.3;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 7.6.2 |  | to indemnify the Borrower and hold it harmless against all or
any proceedings, actions, claims and demands which may be brought or
made against it and all reasonably incurred losses, costs, charges,
damages and expenses which it may incur or sustain or for which it
may become liable by reason of the Agents failure to complete the
Bills in accordance with Clause 7.3 or otherwise by reason of the
loss, misappropriation, misapplication or conversion of such Bills
whilst in the Agents possession and resulting from the wilful
misconduct or gross negligence on the part of the Agent; and
|
| |  | 7.6.3 |  | on the Final Maturity Date to cancel all such blank Bills in
the Agents possession and return such cancelled Bills to the
Borrower within 2 business days of the Final Maturity Date.                                                                                                                                                                                                                                                                                                                                                                                                                       



|7.7 |  | If a power of attorney substantially in the form of Schedule 7 (Form of
Power of Attorney for Bills) is given to the Agent and is in effect on the
relevant Utilisation Date and no notice of revocation of that power of
attorney has been received by the Agent, then, notwithstanding the
preceding provisions of this Clause 7, the Agent, for and on behalf of the
Borrower, shall draw, clause (so as to comply with the Bank of Englands
requirements for Eligible Bills current at the time), endorse (if
appropriate) and deliver Bills to implement the relevant Utilisation in
satisfaction of the Borrowers relevant obligations under this Clause 7.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|8.  |  | INTEREST                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|8.1 |  | Subject to Clause 8.3 hereof, on the Repayment Date relating to each
Advance the Borrower shall pay accrued interest on that Advance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



---





|8.2 |  | The rate of interest applicable to an Advance from time to time during
its Term shall be the rate per annum which is the sum of the Margin, the
Mandatory Cost in respect thereof at such time (if applicable) and LIBOR
on the Quotation Date therefor.                                                                                                                                                            
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|8.3 |  | If an Advance is made for a Term exceeding six months, the Borrower shall
pay interest accrued on that Advance on the dates which are at six monthly
intervals following the date such Advance is made in respect of the period
of the Term elapsed and shall pay interest accrued in respect of the
remaining period of the Term terminating on the Repayment Date relating to
such Advance on such Repayment Date.
|   
|9.  |  | MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES                                                                                                                                                                                                                                                                                                                                                                    
|   
|9.1 |  | If, in relation to any Advance:                                                                                                                                                                                                                                                                                                                                                                                     
|   

| |  | 9.1.1                                             |  | the Agent informs the Borrower that at or about 11.00 a.m. on
the Quotation Date for such Advance, neither the Reuter Monitor Money
Rates Service nor any alternative service quotation was available and
none or only one of the Reference Banks was offering to prime banks
in the London Interbank Market deposits in the currency in which such
Advance is to be denominated for the proposed Term of such Advance;
or                                                            
| |  | ------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 9.1.2                                             |  | before the close of business on the Quotation Date for such
Advance, the Agent has been notified by a Bank or each of a group of
Banks to whom in aggregate fifty per cent. or more of the Advance to
be made would be owed, that the rate at which deposits in the
currency in which such Advance is to be denominated for the proposed
Term of such Advance were being offered in the London Interbank
Market does not accurately reflect the cost to it of obtaining such
deposits,
|
| |  | then, notwithstanding the provisions of Clause 8:
|
| |  | 9.1.3                                             |  | the Agent shall notify the other parties hereto of such event;                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | 9.1.4                                             |  | the Borrower shall promptly notify the Agent whether or not it
would like such Advance to be made;                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | 9.1.5                                             |  | the Agent and the Borrower shall enter into negotiations
forthwith with a view to agreeing a substitute basis for determining
the rates of interest which may be applicable to Advances in the
future provided thatsuch negotiations shall not continue for a
period exceeding thirty days from the date when the Agent gave the
notification in sub-clause 9.1.3 above; and                                                                                                          
|
| |  | 9.1.6                                             |  | the duration of the Term of any Advance which proceeds on the
basis of a rate agreed pursuant to sub-clause 9.1.5 above shall be,
at the Borrowers option, for any period not exceeding one month.                                                                                                                                                                                                                                                                                   





---





| |  |  |  | Any such substitute basis that is agreed shall take effect in accordance
with its terms and be binding on each party hereto provided thatthe Agent
may not agree any such substitute basis without the prior consent of each
Bank.
| |  |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

|9.2  |  | If no substitute basis is agreed pursuant to Clause 9.1 in respect of an
Advance affected by Clause 9.1 before the end of the Term of such Advance,
each Banks portion of any such Advance shall bear interest during its
Term at the rate per annum determined by the Agent to be the sum of the
Margin and the Mandatory Cost in respect thereof at such time (if
applicable) and the cost to such Bank (as certified by it to the Agent
with a copy to the Borrower and expressed as a rate per annum) of funding
such portion of such Advance from whatever source it may reasonably
select.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|9.3  |  | If a Market Disruption Event occurs in relation to Bills then neither the
Agent nor the Banks will be required to accept Bills but instead the Banks
shall make an Advance in Sterling with a principal amount equal to the
face amount of the Bills required and a Term equivalent to the Tenor of
those Bills.                                                                                                                                                                                                                                                                                 
|    
|10.  |  | REPAYMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|10.1 |  | The Borrower shall repay each Advance made to it in full on the Repayment
Date relating thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|10.2 |  | The Borrower shall not repay all or any part of any Advance outstanding
hereunder or any Bills outstanding hereunder except at the times and in
the manner expressly provided herein but, subject to the terms and
conditions hereof, shall be entitled to re-borrow any amount repaid.                                                                                                                                                                                                                                                                                                          
|    
|11.  |  | CANCELLATION AND PREPAYMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|11.1 |  | The Borrower may, by giving to the Agent not less than thirty days prior
notice to that effect, cancel the whole or any part (being a minimum
amount of £10,000,000 and an integral multiple of £10,000,000) of the
Available Facility. Any such cancellation shall reduce the Commitment of
each Bank rateably and any amount so cancelled may not be reinstated.                                                                                                                                                                                                                              
|    
|11.2 |  | Any notice of cancellation given by the Borrower pursuant to Clause 11.1
shall be irrevocable and shall specify the date upon which such
cancellation is to be made and the amount of such cancellation.                                                                                                                                                                                                                                                                                                                                                                                         
|    
|11.3 |  | If the Borrower becomes obliged to pay any tax or other amount for the
account of any Bank under Clause 12.1 or if any Bank claims
indemnification from the Borrower under Clause 12.2 or Clause 14.1, the
Borrower may, within thirty days thereafter and by not less than five
days prior notice to the Agent (which notice shall be irrevocable),
either:                                                                                                                                                                                                                                    





---





| |  | 11.3.1 |  | cancel such Banks Commitment whereupon such Bank shall cease to be
obliged or entitled to participate in further Utilisations and its
Commitment shall be reduced to zero; or                                                                                                                                                                                                                                                                                         
| |  | ------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 11.3.2 |  | in consideration for payment of the amount of its participation in
the Loan and any accrued interest thereon, require such Bank (at the
Borrowers expense) to transfer forthwith its rights, benefits and/or
obligations hereunder in accordance with Clause 33.3 to such one or
more other banks or financial institutions as the Borrower, with the
prior approval of the Agent (such approval not to be unreasonably
withheld), may have nominated as a Transferee.
|

|11.4 |  | The Borrower may, by giving to the Agent not less than five business
days prior notice to that effect, prepay in the currency of such Advance
the whole or any part (the Sterling Amount of which being a minimum amount
of £5,000,000 and an integral multiple of £1,000,000 or in the case of an
Advance denominated in another Committed Currency or an Optional Currency,
such comparable amount thereof as may be agreed between the Agent and the
Borrower) of any Advance on any business day. Any such repayment must be
accompanied by accrued interest and any amount payable as a result of the
provisions of Clause 23.4.                                                                                                                                 
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|11.5 |  | If pursuant to Clause 15.1 the Borrower complies prematurely with its
obligations under Clause 7.5 in respect of any Bill, the Bank that
accepted that Bill shall pay to the Borrower on the Maturity Date for that
Bill an amount equal to interest on the face amount of that Bill which
amount shall be equal to the amount which that Bank would be able to
obtain by placing an amount equal to the amount received by it on deposit
with a leading bank in the London interbank market for a period starting
on the business day following the receipt and ending on the Maturity Date.                                                                                                                                                                          
|    
|12.  |  | TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|12.1 |  | All payments to be made by an Obligor to any person hereunder shall be
made free and clear of and without deduction or withholding for or on
account of tax unless an Obligor is required to make such a payment
subject to the deduction or withholding of tax, in which case the sum
payable by such Obligor in respect of which such deduction or withholding
is required to be made shall be increased to the extent necessary to
ensure that, after the making of the required deduction or withholding,
such person receives and retains (free from any liability in respect of
any such deduction or withholding) a net sum equal to the sum which it
would have received and so retained had no such deduction or withholding
been made or required to be made.
|    
|12.2 |  | Without prejudice to the provisions of Clause 12.1, if any person or the
Agent on its behalf is required to make any payment on account of tax (not
being a tax imposed on its net income or any
part of its net income) on or in relation to any sum received or
receivable hereunder by such person or the Agent on its behalf (including,
without limitation, any sum received or receivable under this Clause 12
(Taxes)) or any liability in respect of any such payment is asserted,                                                                                                                                                                                                                                                                             





---





|     |  | imposed, levied or assessed against such person or the Agent on its
behalf, the Borrower shall, within three business days of the demand of
the Agent, promptly indemnify such person against such payment or
liability, together with any interest, penalties and expenses payable or
incurred in connection therewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|12.3 |  | A Bank intending to make a claim pursuant to Clause 12.2, shall within
thirty days after becoming aware of the circumstances giving rise to such
claim, notify the Agent that it intends to submit a claim pursuant to
Clause 12.2 (whereupon the Agent shall promptly notify the Borrower
thereof) and within sixty days of such notification to the Agent it shall
deliver to the Agent a certificate setting out in reasonable detail the
basis of such claim (whereupon the Agent shall promptly deliver to the
Borrower a copy of such certificate) provided thatnothing herein shall
require such Bank to disclose any confidential information relating to the
organisation of its affairs. In the event that a Bank fails to notify the
Agent and submit a claim in accordance with the provisions of this Clause
12.3, then no compensation shall be payable under Clause 12.2 in respect
of any period prior to such Banks delivery of the certificate as
aforesaid.                                                                                                                                                                                                                                                                                               
|    
|12.4 |  | No Obligor shall be obliged to make any payment under this Clause in
respect of any deduction or withholding or payment of tax which would not
have been required to be deducted, withheld or paid if the relevant Bank
had been, at the date on which such deduction, withholding or payment was
required to be made, a Qualifying Bank and had taken all interest received
by it under this Agreement in respect of any Advance into account as a
trading receipt of its banking business, unless such Bank has ceased to be
a Qualifying Bank as a result of the introduction of or any change in (or
in the interpretation or application of) any relevant law or practice of
the applicable taxing authorities which occurs after, and is not publicly
known to be contemplated at, the date of this Agreement. Save to the
extent that the Borrower and any Bank agree otherwise, each Bank
represents to the Obligors that it is a Qualifying Bank, and shall notify
the Agent and the Obligors if at any time it is not, or will cease to be,
a Qualifying Bank as soon as reasonably practicable upon becoming aware of
such event.                                                                                                                                  
|    
|12.5 |  | If an Obligor makes a payment under Clause 12.1 for account of a Bank and
such Bank determines that it has received or been granted a credit against
or relief or remission for or repayment of tax paid or payable by it in
respect of or calculated with reference to the deduction or withholding
giving rise to such payment, such Bank shall, to the extent that it can do
so without prejudice to the retention of such credit, relief, remission or
repayment and provided that no Event of Default or other failure to pay an
amount due hereunder shall have occurred and then be continuing, pay to
such Obligor such amount as such Bank shall have determined is
attributable to such deduction or withholding. Any payment by a Bank
under this Clause 12.5 shall be prima facieevidence of the amount due to
such Obligor hereunder and shall be accepted by such Obligor in full and
final settlement of its rights of reimbursement hereunder in respect of
the relevant deduction or withholding. Nothing herein contained shall
interfere with any Banks rights to arrange its tax
affairs in whatever manner it thinks fit and, in particular, each Bank
shall not be under any obligation to claim credit, relief, remission or
repayment from or against





---





|     |  | its corporate profits or similar tax liability
in respect of the amount of such deduction or withholding in priority to
any other claims, reliefs, credits or deductions available to it, nor
shall any Bank be obliged to disclose any information relating to its tax
affairs or any of its tax computations.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|12.6 |  | Without affecting the Guarantors obligations under Clause 22 (Guarantee
and Indemnity), each Bank and the Agent agrees to deliver to the
Guarantor, as soon as possible after any request therefor (after a demand
has been made on the Guarantor under Clause 22 (Guarantee and Indemnity)),
such forms, certificates, documents and other information requested by the
Guarantor as may be reasonably required by applicable law and, within 45
days of any request therefor, to file all appropriate forms, certificates,
documents or other information requested by the Guarantor if such delivery
or filing would establish a complete exemption from, or reduction in, any
taxes with respect to payments by the Guarantor to such Bank hereunder.
|    
|13.  |  | TAX RECEIPTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|13.1 |  | If, at any time, an Obligor becomes aware that it is required by law to
make any deduction or withholding from any sum payable by it hereunder (or
if thereafter such Obligor becomes aware of any change in the rates at
which or the manner in which such deductions or withholdings are
calculated), such Obligor shall promptly notify the Agent.                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|13.2 |  | If an Obligor makes any payment hereunder in respect of which it is
required to make any deduction or withholding, it shall pay the full
amount required to be deducted or withheld to the relevant taxation or
other authority within the time allowed for such payment under applicable
law and shall deliver to the Agent for each Bank, within thirty days after
it has made such payment to the applicable authority, an original receipt
(or a certified copy thereof) issued by such authority evidencing the
payment to such authority of all amounts so required to be deducted or
withheld in respect of that Banks share of such payment.                                                                                                     
|    
|14.  |  | INCREASED COSTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|14.1 |  | If, by reason of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    

| |  | 14.1.1 |  | any change in law or in its interpretation or administration; and/or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 14.1.2 |  | compliance with any request from or requirement (with which type of
request or requirement it is customary for financial institutions to
comply) of any central bank (other than the requirements of the Bank
of England or the Financial Services Authority reflected in the
Mandatory Cost) or other fiscal, monetary or other authority
(including, without limitation, a request or requirement which
affects the manner in which a Bank or a holding company of such Bank
is required to or does maintain capital resources having regard to
such Banks obligations hereunder and to amounts owing to it
hereunder but excluding any changes arising as a result of the
implementation of the





---





| |  |             |  | 1988 Basle
Convergence Agreement on capital standards relating to capital
adequacy and weightings as in force at the date of this Agreement);
and/or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 14.1.3      |  | the Borrower ceasing to be an authorised institution under the
Banking Act 1987 resulting in any cost being incurred or reduction in
the rate of return arising in the circumstances referred to in
sub-clauses 14.1.4 or 14.1.5,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | then where:
|
| |  | 14.1.4      |  | a Bank or a holding company of such Bank incurs a cost as a result
of such Banks having entered into and/or performing its obligations
under this Agreement and/or assuming or maintaining a commitment
under this Agreement and/or making one or more Advances hereunder
and/or having accepted one or more Bills hereunder;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | 14.1.5      |  | a Bank or a holding company of such Bank is unable to obtain the
rate of return on its overall capital, by any amount deemed by such
Bank to be material, which it would have been able to obtain but for
such Banks having entered into and/or performing its obligations
and/or assuming or maintaining a commitment under this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | 14.1.6      |  | there is any increase in the cost to a Bank or a holding company of
such Bank of funding or maintaining all or any of the advances
comprised in a class of advances formed by or including the Advances
made or to be made by such Bank hereunder and/or having accepted one
or more Bills hereunder; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | 14.1.7      |  | a Bank or a holding company of such Bank becomes liable to make any
payment on account of tax or otherwise (not being a tax imposed on
the net income or any part of its net income) on or calculated by
reference to the amount of the Advances made or to be made by such
Bank hereunder and/or to the amount of any Bills accepted or to be
accepted by it hereunder and/or to any sum received or receivable by
it hereunder and/or having accepted one or more Bills hereunder,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  |             |  | the Borrower shall, from time to time within three business days of the
demand of the Agent, promptly pay to the Agent for the account of that
Bank amounts sufficient to indemnify that Bank or a holding company of
such Bank against, as the case may be, (1) such cost, (2) such reduction
in such rate of return (or such proportion of such reduction as is, in the
reasonable opinion of that Bank, attributable to its obligations
hereunder), (3) such increased cost (or such proportion of such increased
cost as is, in the reasonable opinion of that Bank, attributable to its
funding or maintaining advances or accepting Bills hereunder) or (4) (to
the extent that the Bank is not compensated therefor pursuant to the
provisions of Clause 12 (Taxes) or would have been so compensated but for
Clause 12.4) such liability provided always thatin the event that the
Borrower is notified pursuant to Clause 14.2 more than fourteen days after
the relevant Bank becomes aware of the circumstances giving rise to such
claim, no compensation shall be payable under this Clause 14 in respect of
any period before the Borrower was notified as aforesaid.





---





|14.2 |  | A Bank intending to make a claim pursuant to Clause 14.1 shall promptly
after becoming aware of the circumstances giving rise to such claim,
deliver to the Agent a certificate setting out in reasonable detail the
basis of such claim, whereupon the Agent shall promptly notify the
Borrower thereof and deliver to the Borrower a copy of such certificate
provided thatnothing herein shall require such Bank to disclose any
confidential information relating to the organisation of its affairs.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|14.3 |  | Notwithstanding the foregoing provisions of Clause 14 (and except in
relation to the Bank of Englands requirements relating to Bills), no Bank
shall be entitled to make a claim under this Clause 14 unless the
circumstances giving rise to such claim are capable of application to a
class of banks and not solely to such Bank as is entitled to make the
claim.                                                                                                                                   
|    
|15.  |  | ILLEGALITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|15.1 |  | If, at any time, it is unlawful for a Bank to make, fund or allow to
remain outstanding all or any of the Advances made or to be made by it
hereunder or to accept any Bills, then that Bank shall, promptly after
becoming aware of the same, deliver to the Borrower through the Agent a
certificate to that effect and:                                                                                                                                                                               
|    

| |  | 15.1.1 |  | such Bank shall not thereafter be obliged to make Advances or
accept Bills hereunder and the amount of its Commitment shall be
immediately reduced to zero; and
| |  | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 15.1.2 |  | if the Agent on behalf of such Bank so requires, the Borrower shall
on such date as the Agent shall have specified:                                            
|

| |  |  |  | (a) |  | (being the latest date by which the relevant law
requires that the same be repaid or, if earlier, on the last
day of the then current Term relating thereto) repay such
Banks share of any outstanding Advances together with accrued
interest thereon and all other amounts owing to such Bank
hereunder; and
| |  |  |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  |  | (b) |  | (being the latest date by which the relevant law
requires that the same be paid or, if earlier, on the Maturity
Date relating thereto) pay to the Agent for the account of the
relevant Bank an amount equal to the face amount of the
Bill(s) on the date specified by the Bank in its certificate.           
|

|16.  |  | MITIGATION                                                                                               
|---- |  | ---------------------------------------------------------------------------------------------------------
|    
|16.1 |  | If, in respect of any Bank, circumstances arise which would or would upon
the giving of notice result in:
|    

| |  | 16.1.1 |  | the reduction of its Commitment to zero pursuant to Clause 15.1.1;                                   
| |  | ------ |  | -----------------------------------------------------------------------------------------------------
|
| |  | 16.1.2 |  | an increase in the amount of any payment to be made to it for its
account pursuant to Clause 12.1; or





---





| |  | 16.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | a claim for indemnification pursuant to Clause 12.2 or Clause 14.1,
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------
|
| |  | then, without in any way limiting, reducing or otherwise qualifying the
rights of such Bank or the obligations of the Borrower under any of the
Clauses referred to in 16.1.1, 16.1.2 or 16.1.3 above such Bank shall
promptly upon becoming aware of the same notify the Agent thereof and, in
consultation with the Agent and the Borrower and to the extent that it can
do so without prejudice to its own position, use reasonable efforts to
take such steps as may be reasonably open to it to mitigate the effects of
such circumstances including, without limitation, the transfer of its
Facility Office or the transfer of its rights and obligations hereunder to
another financial institution acceptable to the Borrower and willing to
participate in the Facility provided thatsuch Bank shall be under no
obligation to take any such action if, in the reasonable opinion of such
Bank, to do so might have any adverse effect upon its business, operations
or financial condition.
|

|16.2 |  | If an Obligor determines in good faith that a reasonable basis exists for
contesting a tax in respect of which such Obligor has had to pay
additional amounts pursuant to Clauses 12.1 or 12.2 or if a Bank or the
Agent shall become aware that it is entitled to claim a refund from a
third party for the tax in respect of which such additional amount has
been paid by such Obligor, such Bank to the extent that it can do so
without prejudice to its own position shall, following a request by such
Obligor (and at such Obligors expense for all reasonable expenses
incurred by such Bank with prior consultation with such Obligor)
co-operate with such Obligor to use its reasonable endeavours to contest
such tax or claim such refund. The provisions of this Clause 16.2 shall
continue to extend to a transferor Bank after its rights, benefits and/or
obligations hereunder have been transferred pursuant to Clause 11.3.2.
Notwithstanding the foregoing provisions of this Clause 16.2, nothing
herein contained shall interfere with any Banks rights to arrange its tax
affairs in whatever manner it thinks fit and, in particular, each Bank
shall not be under any obligation to claim credit, relief, remission or
repayment from or against its corporate profits or similar tax liability
in respect of the amount of such deduction or withholding in priority to
any other claims, reliefs, credits or deductions available to it, nor
shall any Bank be obliged to disclose any information relating to its tax
affairs or any of its tax computations.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|17.  |  | REPRESENTATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|17.1 |  | The Borrower represents that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    

| |  | 17.1.1 |  | it is a limited liability company duly incorporated and validly
existing under the laws of England and is a Qualifying Bank;                                                                              
| |  | ------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 17.1.2 |  | it has the power to enter into and perform, and has taken all
corporate and other action required to authorise the entry into and
performance of, this Agreement and the transactions contemplated
hereby;





---





| |  | 17.1.3 |  | subject to the qualifications as to matters of law only as provided
in the opinion of Allen & Overy referred to in Schedule 3 (Conditions
Precedent) this Agreement constitutes its legal and valid obligations
binding and enforceable in accordance with its terms;                                                                                                                                                                                                                                              
| |  | ------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 17.1.4 |  | all official and other authorisations, approvals, consents,
licences, exemptions, filings, registrations, notarisations, and
other matters required in connection with the entry into,
performance and validity of this Agreement and the transactions
contemplated hereby have been obtained or effected (as appropriate)
and are in full force and effect except to the extent that failure
to do so would not, in the aggregate for all such failures,
reasonably be expected to have a Material Adverse Effect;
|
| |  | 17.1.5 |  | under the laws of England in force at the date of this Agreement,
it will not be required to make any deduction or withholding from any
payment it may make hereunder to a Qualifying Bank;                                                                                                                                                                                                                                                                                                                        
|
| |  | 17.1.6 |  | under the laws of England in force at the date hereof, the claims
of the Agent, the Arrangers and the Banks against the Borrower under
this Agreement will rank at least pari passuwith the claims of all
its other unsecured creditors save those whose claims are preferred
solely by any bankruptcy, insolvency, liquidation or other similar
laws of general application; and                                                                                                                                  
|
| |  | 17.1.7 |  | in any proceedings taken in England in relation to this Agreement,
it will not be entitled to claim for itself or any of its assets
immunity from suit, execution, attachment or other legal process.                                                                                                                                                                                                                                                                                                              
|

|17.2 |  | The Borrower further represents that:
|---- |  | -------------------------------------
|    

| |  | 17.2.1 |  | it has not taken any corporate action nor (to the best of the
Borrowers knowledge and belief) have any other steps been taken or
legal proceedings been started or threatened against it for its
winding-up, dissolution, administration or re-organisation or for the
appointment of a receiver, administrator, administrative receiver,
trustee or similar officer of it or of any or all of its assets or
revenues which would reasonably be expected to result in a Material
Adverse Effect;
| |  | ------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 17.2.2 |  | the Original Consolidated Financial Statements were prepared in
accordance with accounting principles generally accepted in England
and Wales and consistently applied and give (in conjunction with the
notes thereto) a true and fair view of the financial condition of the
Group at the date as of which they were prepared and the results of
the Groups operations during the financial year then ended;                                                                                  
|
| |  | 17.2.3 |  | as at the date as of which the Original Consolidated Financial
Statements were prepared no member of the Group had any liabilities
(contingent or otherwise and save for contingent obligations under
undrawn lines of credit or undrawn credit commitments to any persons)
which were not disclosed thereby (or by the notes thereto) or reserved                                                                                                                                               





---





| |  |        |  | against therein save to any other member of the Group nor
any unrealised or anticipated losses arising from commitments entered
into by it which were not so disclosed or reserved against;                                                                         
| |  | ------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 17.2.4 |  | save as permitted by Clause 20.2.1, no encumbrance exists over all
or any of the Eligible Receivables;                                                                                                                                                              
|
| |  | 17.2.5 |  | the execution by the Borrower of this Agreement and its exercise of
its rights and performance of its obligations hereunder will not
result in the existence of nor oblige it to create any encumbrance
over all or any of its present or future revenues or assets;
|
| |  | 17.2.6 |  | the execution by the Borrower of this Agreement and its exercise of
its rights and performance of its obligations hereunder do not and
will not:                                                                                                                    
|

| |  |  |  | (a) |  | conflict with any agreement, mortgage, bond or
other instrument to which it is a party or which is binding
upon it or any of its assets;
| |  |  |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  |  | (b) |  | conflict with its constitutive documents and
rules and regulations; or                                                                  
|
| |  |  |  | (c) |  | conflict with any applicable law, regulation or
official or judicial order;                                                             
|

| |  | 17.2.7  |  | it is not 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 individually or together with all such
defaults would reasonably be expected to result in a Material Adverse
Effect;                                                                                                                 
| |  | ------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 17.2.8  |  | no action or administrative proceedings of or before any court or
agency against the Borrower or any other member of the Group which
purport to, affect or pertain to this Agreement or any of the
transactions contemplated hereby and which would reasonably be
expected to result in a Material Adverse Effect has (to the best of
the Borrowers knowledge and belief) been started or threatened;
|
| |  | 17.2.9  |  | the execution by the Borrower of this Agreement constitutes, and
its exercise of its rights and performance of its obligations
hereunder will constitute, private and commercial acts done and
performed for private and commercial purposes; and                                                                                                                                                     
|
| |  | 17.2.10 |  | it is a subsidiary of the Guarantor and at least seventy-five per
cent. of its issued equity share capital is owned by the Guarantor.                                                                                                                                                                                                                                                                 
|

|17.3 |  | The Borrower further represents that:
|---- |  | -------------------------------------
|    

| |  | 17.3.1 |  | no action or administrative proceeding of or before any court or
agency which would reasonably be expected to result in a Material
Adverse Effect has (to the best of the Borrowers knowledge and
belief) been started or threatened;
| |  | ------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---





| |  | 17.3.2 |  | since publication of the Original Consolidated Financial
Statements, there has been no change to the financial condition of
the Borrower which has had a Material Adverse Effect;                                                                                                                                                                                                                                    
| |  | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 17.3.3 |  | the information contained in Sections 3, 4, 6 and 7 in the
Information Memorandum about the Obligors was at its date correct in
all material respects and did not 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 the light
of the circumstances under which such statements were made; and
|
| |  | 17.3.4 |  | nothing has occurred since the date of the Information Memorandum
which renders the information contained in it untrue or misleading in
any respect and which, if disclosed, might reasonably be expected
materially and adversely to affect the decision of a person
considering whether to enter into this Agreement.                                                                                              
|

|17.4 |  | The Guarantor represents that:
|---- |  | ------------------------------
|    

| |  | 17.4.1 |  | it is a national bank and is duly formed, validly existing and in
good standing under the National Bank Act of the United States of
America (as amended);                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | ------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 17.4.2 |  | it has the power to enter into and perform, and has taken all
corporate and other action required to authorise the entry into and
performance of, this Agreement and the transactions contemplated
hereby;                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | 17.4.3 |  | this Agreement has been duly executed on behalf of the Guarantor
and constitutes the legal, valid and binding obligation of the
Guarantor, enforceable against the Guarantor in accordance with its
terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting the enforcement of
creditors rights generally or by equitable principles relating to
enforceability;                                                                                                                                                       
|
| |  | 17.4.4 |  | all official and other authorisations, approvals, consents,
licences, exemptions, filings, registrations, notarisations, and
other matters required in connection with the entry into, performance
and validity of this Agreement and the transactions contemplated
hereby have been obtained or effected (as appropriate) and are in
full force and effect except to the extent that failure to do so
would not, in the aggregate for all such failures, reasonably be
expected to have a material adverse effect on its ability to perform
its payment obligations hereunder;
|
| |  | 17.4.5 |  | the execution by the Guarantor of this Agreement and its exercise
of its rights and performance of its obligations hereunder do not and
will not:                                                                                                                                                                                                                                                                                                                                                                                                                              

|
|
|





---





| |  |  |  | (b) |  | conflict with its constitutive documents and
rules and regulations; or                              
| |  |  |  | --- |  | ----------------------------------------------------------------------------------------------------
|
| |  |  |  | (c) |  | conflict with any applicable United States of
America law, regulation or official or judicial order.
|

|18.  |  | FINANCIAL INFORMATION
|---- |  | ---------------------
|    
|18.1 |  | The Borrower shall:  
|    

| |  | 18.1.1 |  | as soon as the same are published, but in any event within 180 days
after the end of each of its financial years, deliver to the Agent in
sufficient copies for the Banks the annual report and accounts of the
Borrower (which, for the avoidance of doubt, shall mean the
directors report, the report of the auditors, the consolidated
financial statements and the notes thereto) for such financial year;                   
| |  | ------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 18.1.2 |  | as soon as the same become available, but in any event within 90
days after the end of each half of each of its financial years,
deliver to the Agent in sufficient copies for the Banks the
consolidated financial statements of the Borrower for such period;                                                                                                                                                                    
|
| |  | 18.1.3 |  | furnish the Agent with copies of the annual and quarterly reports
made by MBNA Corporation and copies of the quarterly call reports
made by the Guarantor promptly after the same become available except
to the extent such reports are private and not publicly available or
are made available through electronic media and written notification
of the location of such information is given to the Agent at the
relevant time;
|
| |  | 18.1.4 |  | provide the Agent, at the same time as it delivers its financial
statements pursuant to 18.1.1 above:                                                                                                                                                                                                                                                                                                                              
|

| |  |  |  | (a) |  | a certificate showing in reasonable detail a
calculation of the Managed Credit Card Receivables for the
relevant periods; and                                                      
| |  |  |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  |  | (b) |  | an up-to-date list of the Material Subsidiaries
(which obligation shall be satisfied if such list is included
in its annual report delivered to the Agent under Clause
18.1.1); and
|

| |  | 18.1.5 |  | from time to time on the request of the Agent, furnish the Agent
with such information about the business and financial condition of
the Guarantor or the Group as the Agent may reasonably require
provided that it shall be under no obligation to supply any
information the supply of which is contrary to any confidential
obligation binding on it or the supply of which would constitute a
breach of law or regulation.
| |  | ------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

|18.2 |  | The Borrower shall ensure that:
|---- |  | -------------------------------





---





| |  | 18.2.1 |  | each set of financial statements delivered by it pursuant to
sub-clauses 18.1.1 and 18.1.2 of Clause 18.1 is certified by a duly
authorised officer of the Borrower as giving a true and fair view of
the financial condition of the Group as at the end of the period to
which those financial statements relate and of the results of its
operations during such period; and
| |  | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 18.2.2 |  | each set of financial statements delivered by it pursuant to
Sub-Clause 18.1.1 of Clause 18.1 has been audited by an
internationally recognised firm of independent accountants.                                                                                                                                                                                              
|

|18.3 |  | The Borrower shall ensure that each set of financial statements submitted
to the Agent by it pursuant to Sub-Clauses 18.1.1 and 18.1.2 of Clause
18.1 is prepared using accounting bases,
policies, practices and procedures consistent with those applied in the
preparation of the Original Consolidated Financial Statements unless, at
any time after the date hereof, any change is made to the basis upon which
any relevant financial statements are prepared then the Borrower shall
notify the Agent of such change and if requested to do so by the Agent the
Borrower shall ensure that the auditors for the time being of the Borrower
provide:
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    

| |  | 18.3.1                                                                                                                                                                                                                                    |  | a description of such change and the adjustments which would be
required to be made to the financial statements so that such
financial statements reflect the accounting bases, policies,
practices and procedures upon which the Original Consolidated
Financial Statements were prepared; and                                                                                                     
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 18.3.2                                                                                                                                                                                                                                    |  | sufficient information, in such detail and format as may be
reasonably required by the Agent, to enable the Banks to make an
accurate comparison between the financial position indicated by such
set of financial statements and the Original Consolidated Financial
Statements or, as the case may be, the latest set of financial
statements as were previously delivered to the Agent hereunder,
|
| |  | and any reference in this Agreement to such financial statements shall be
construed as a reference to such financial statements as adjusted to
reflect the basis upon which the Original Consolidated Financial
Statements were prepared.
|

|18.4 |  | The obligations of the Borrower under this Clause 18 (Financial
Information) shall remain in full force and effect whilst any amounts are
outstanding from the Borrower and/or whilst any Bank has a Commitment
under the Facility.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|19.  |  | FINANCIAL COVENANTS                                                                                                                                                                                                                
|    
|19.1 |  | The Borrower shall ensure that:                                                                                                                                                                                                    
|    

| |  | 19.1.1 |  | its minimum risk asset ratio is equal to or exceeds eight per cent.
or such other ratio as it is required by the Bank of England to
maintain from time to time;
| |  | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------





---





| |  | 19.1.2 |  | Consolidated Tangible Net Worth shall, on any date, not be less
than the sum of (i) £75,000,000 plus (ii) forty per cent. of the
Borrowers consolidated net income, if positive, for each financial
year that ends after 31 December, 1999, plus (iii) if such date is
not the last day of a financial year, forty per cent. of the
Borrowers net income, if positive, for the then elapsed portion of
the current financial year ending on the last day of the financial
half-year which ends on or before such date; and
| |  | ------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 19.1.3 |  | as of the last day of any month prior to the Final Maturity Date,
the aggregate amount of Managed Credit Card Receivables that are
ninety days or more past due plus (without duplication) the aggregate
amount of Managed Credit Card Receivables that are treated by the
relevant member of the Group as non-accruing, in each case for the
Borrower and its subsidiaries, does not exceed an amount equal to six
per cent. of the aggregate amount of Managed Credit Card Receivables
as of such day.                    
|

|19.2 |  | The Guarantor shall ensure that its Consolidated Tangible Worth shall, on
any date, not be less than the sum of (i) $1,675,000,000 plus (ii) an
amount equal to forty per cent. of the Guarantors consolidated net
income, if positive, for each financial year that ends after 31 December,
1999, plus (iii) if such date is not the last day of a financial year, an
amount equal to forty per cent. of the Guarantors consolidated net
income, if positive, for the then elapsed portion of the current financial
year ending on the last day of the financial quarter (if any) which ends
on or before such date.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|19.3 |  | In this Clause 19:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    

| |  | 19.3.1 |  | Consolidated Tangible Net Worth in respect of the Borrower means,
on any date, the amount paid up or credited as paid up on the issued
share capital of the Borrower plusthe consolidated share premium
account of the Borrower, plusthe consolidated reserves of the Group
plusthe consolidated retained earnings of the Group (or lessthe
amount outstanding to the debit of the consolidated profit and loss
account of the Group) all as shown in the then latest published
audited consolidated balance sheet of the Borrower (the latest
balance sheet) (and for the avoidance of doubt there shall be no
double counting in respect of the aforesaid) plusany liabilities of
any member of the Group which qualify as either a Hybrid Capital
Instrument or as Term Subordinated Debt which fall within the
description of these terms set out in Notice Number: BSD/1994/3 dated
May 1994 and issued by the Banking Supervision Division of the Bank
of England but adjusted so as to:
| |  | ------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| |  |  |  | (a) |  | deduct any amount attributable to goodwill and
other intangible assets;                                                                                                                                         
| |  |  |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  |  | (b) |  | deduct (to the extent included) any amounts
arising from an upward revaluation (other than a revaluation
made or verified by a professional revaluation) of fixed
assets made at any time after the date hereof;





---





| |  |  |  | (c) |  | reflect any variation in the issued share capital
of the Borrower and the consolidated capital and reserves of
the Group after the date of the latest balance sheet (other
than in respect of any variation in the balance standing to
the credit or debit of the profit and loss account since that
date);
| |  |  |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  |  | (d) |  | exclude any amount attributable to minority
interests; and                                                                                                                                                                                                                                                 
|
| |  |  |  | (e) |  | exclude any amount attributable to preferred
shares which are redeemable at the option of the holder prior
to the Final Maturity Date;                                                                                                                                                                     
|

| |  | 19.3.2                                                                                                                                                                                                                       |  | Consolidated Tangible Net Worth in respect of the Guarantor
means, on any date, the Tangible Net Worth of the Guarantor and its
Subsidiaries on such date, determined on a consolidated basis;                                                                                                                                                                     
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 19.3.3                                                                                                                                                                                                                       |  | Intangibles in respect of any person means, on any date, the
amount of all assets of such person that would be classified as
intangible assets;                                                                                                                                                                                                                    
|
| |  | 19.3.4                                                                                                                                                                                                                       |  | Managed Credit Card Receivables means the aggregate of on-balance
sheet credit card receivables of the Group and credit card
receivables of the Group transferred in a Securitisation;                                                                                                                                                                             
|
| |  | 19.3.5                                                                                                                                                                                                                       |  | Subsidiary means any subsidiary of the Guarantor, provided,
however, thatany special purpose subsidiary of the Guarantor or any
of its subsidiaries organised and operated solely to facilitate or
conduct Securitisations which is not a consolidated subsidiary of the
Guarantor or any of its subsidiaries shall not be deemed to be a
Subsidiary hereunder; and
|
| |  | 19.3.6                                                                                                                                                                                                                       |  | Tangible Net Worth in respect of any person means, on any date,
all amounts which would be included as total equity capital on a
balance sheet of such person as of such date, less the aggregate
amount of Intangibles that would be reflected as assets on such
balance sheet,                                                                                 
|
| |  | and, in the case of Clauses 19.3.1(a), 19.3.1(d) and 19.3.1(e), as
determined from the audited consolidated financial statements of the Group
for the relevant period as adjusted pursuant to the provisions of Clause
18.3.
|

|19.4 |  | All expressions used in the definitions of this Clause 19 which are not
otherwise defined herein shall be construed in accordance with generally
accepted accounting principles in England and Wales (as used in the
Groups most recent audited annual consolidated financial statements) in
respect of the Borrower or in accordance with generally accepted
accounting principles in the United States of America in respect of the
Guarantor.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---





|19.5 |  | The obligations of each Obligor under this Clause 19 shall remain in full
force and effect whilst any amounts are outstanding from the Borrower
and/or whilst any Bank has a Commitment under the Facility.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|20.  |  | COVENANTS                                                                                                                                                                                                  
|    
|20.1 |  | The Borrower shall:                                                                                                                                                                                        
|    

| |  | 20.1.1 |  | obtain, comply with the terms of and do all that is necessary to
maintain in full force and effect all authorisations, approvals,
licences and consents required in or by the laws and regulations of
England to enable it lawfully to enter into and perform its
obligations under this Agreement or to ensure the legality, validity,
enforceability or admissibility in evidence in England of this
Agreement except to the extent that failure to do so would not, in
the aggregate for all such failures, reasonably be expected to have a
Material Adverse Effect;
| |  | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 20.1.2 |  | ensure that it and each other member of the Group maintains
insurances on and in relation to its business and assets with
reputable underwriters or insurance companies against such risks and
to such extent as it maintains on the date hereof;                                                                                                                                                                                                                                                                                                                       
|
| |  | 20.1.3 |  | after the delivery of any Utilisation Request and before the
proposed making of the Advance or accepting of the Bills requested
therein, notify the Agent of the occurrence of any event which
results in or may reasonably be expected to result in any of the
representations contained in Clauses 17.1 and 17.2 being untrue at or
before the time of the proposed making of such Advance or accepting
of such Bills;                                                                                                                                                
|
| |  | 20.1.4 |  | promptly, upon becoming aware of the same, inform the Agent of the
occurrence of any Default and, upon receipt of a written request to
that effect from the Agent, confirm to the Agent that, save as
previously notified to the Agent or as notified in such confirmation,
no Default has occurred;                                                                                                                                                                                                                                                                    
|
| |  | 20.1.5 |  | ensure that at all times the claims of the Agent, the Arrangers and
the Banks against it under this Agreement rank at least pari passu
with the claims of all its other unsecured creditors save those whose
claims are preferred by any bankruptcy, insolvency, liquidation or
other similar laws of general application; and                                                                                                                                                                                                                                          
|
| |  | 20.1.6 |  | ensure it is at all times an authorised institution under the
Banking Act 1987.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|

|20.2 |  | The Borrower shall not and shall ensure that each other member of the
Group shall not, without the prior written consent of an Instructing
Group:
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|    

| |  | 20.2.1 |  | create, incur, assume or suffer to exist any encumbrance upon or
with respect to or enter into any contractual rights of set-off
(other than as a means of collecting or recovering any Eligible
Receivables) in relation to any Eligible Receivables or
| |  | ------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---





| |  |  |  | Receivable
which would be Eligible Receivables but for a failure to comply with
Clauses (a) or (c) of the definition of the term Eligible
Receivables, whether now owned or hereafter acquired, provided that
the foregoing shall not prohibit:
| |  |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| |  |  |  | (a) |  | any Securitisation of Eligible Receivables other
than the Transferors Retained Interests;                                                                                                     
| |  |  |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  |  | (b) |  | any Securitisation of Transferors Retained
Interests, if such Securitisation qualifies for sale treatment
in accordance with accounting principles generally accepted in
England and Wales; or
|
| |  |  |  | (c) |  | any Securitisation of Transferors Retained
Interests which does not qualify for sale treatment in
accordance with accounting principles generally accepted in
England and Wales; and          
|

| |  | 20.2.2 |  | sell, lease, transfer or otherwise dispose of, by one or more
transactions or series of transactions (whether related or not), the
whole or any part of its revenues or assets (including accounts and
notes receivable, with or without recourse) or enter into any
agreements to do any of the foregoing if to do so would result in a
Material Adverse Effect (provided thatthe foregoing shall not
preclude the sale of investment securities for then current market
value) other than Securitisations or repurchase agreements.
| |  | ------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

|20.3 |  | The obligations of the Borrower under this Clause 20 shall remain in full
force and effect whilst any amounts are outstanding from the Borrower
and/or whilst any Bank has a Commitment under the Facility.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|21.  |  | EVENTS OF DEFAULT                                                                                                                                                                                          
|    
|21.1 |  | If:                                                                                                                                                                                                        
|    

| |  | 21.1.1 |  | the Borrower fails to pay any amount of principal due from it
hereunder at the time, in the currency and in the manner specified
herein unless such failure is remedied within three business days of
the due date for payment thereof or, if the Borrower shall on that
due date, demonstrate to the Agent that, for any reason beyond the
control of the Borrower and not in any way attributable to any act or
neglect of the Borrower, the relevant payment cannot be so made, then
within five business days of its due date; or
| |  | ------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 21.1.2 |  | the Borrower fails to pay any sum due from it hereunder (other than
an amount referred to in Clause 21.1.1 above) in the currency and in
the manner specified herein within five business days of the due
date; or                                                                                                                                                                                                                                                                                                                   
|
| |  | 21.1.3 |  | any representation or statement made by the Borrower or the
Guarantor in this Agreement or in any Utilisation Request or any
other notice or other document,                                                                                                                                                                                                                                                                                                                                                                         





---





| |  |        |  | certificate or statement delivered by
it pursuant to Clauses 18.1 or 20.1.3 is or proves to have been
incorrect or misleading in any material respect; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | ------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 21.1.4 |  | the Borrower fails duly to perform or comply with any of the
obligations expressed to be assumed by it in Clause 19.1.2 or 19.1.3,
Clause 20.1.6 or Clause 20.2 or the Guarantor fails duly to perform
or comply with the obligations expressed to be assumed by it in
Clause 19.2; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | 21.1.5 |  | the Borrower fails duly to perform or comply with any other
obligation expressed to be assumed by it in this Agreement and such
failure is capable of remedy but has not been remedied within thirty
days after the Agent has given notice thereof to the Borrower to
remedy such failure to the satisfaction of the Agent; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | 21.1.6 |  | any indebtedness for borrowed money of (a) the Borrower or any
other member of the Group in an amount or aggregate amount exceeding
£20,000,000 (or its equivalent in other currencies) or (b) the
Guarantor in an amount or aggregate amount exceeding $50,000,000 (or
its equivalent in other currencies), which in each case is not paid
when due after taking into account any applicable grace periods, or
any such indebtedness is declared to be or otherwise becomes due and
payable prior to its specified maturity by reason of default or event
of default or any creditor or creditors of the Borrower, any other
member of the Group or, as the case may be, the Guarantor become
entitled by reason of default or event of default to declare any such
indebtedness due and payable prior to its specified maturity; or
|
| |  | 21.1.7 |  | the Borrower or any Material Subsidiary or the Guarantor is unable
to pay its debts as they fall due, commences negotiations with any
one or more of its creditors with a view to the general readjustment
or rescheduling of its indebtedness or makes a general assignment for
the benefit of or a composition with its creditors; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | 21.1.8 |  | the Borrower or any Material Subsidiary or the Guarantor takes any
corporate action or other steps are taken or legal proceedings are
started by any person for its winding-up, dissolution, administration
or re-organisation (other than any solvent reconstruction previously
approved by the Agent in writing, acting on the instructions of the
Instructing Group) or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer of
it or of any or all of its revenues and assets and either such
actions, steps or legal proceedings:                                                                                                                                                                                                                                              
|

| |  |  |  | (a) |  | result in the relevant order being made against
such company or its revenues and assets; or                                                       
| |  |  |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  |  | (b) |  | are not stayed, withdrawn, dismissed or
discharged, as the case may be, within sixty days of such
action, steps or proceedings being commenced; or





---





| |  | 21.1.9                                                                                                                                                                                         |  | any execution or distress is levied against or an encumbrancer
takes possession of the whole or any part considered by the Agent to
be material of, the property, undertaking or assets of the Borrower
or of any Material Subsidiary or of the Guarantor unless, in any such
case, the same is being contested in good faith by appropriate means
and is removed, discharged or paid out within thirty days; or                                                                                                                       
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 21.1.10                                                                                                                                                                                        |  | at any time any act, condition or thing required to be done,
fulfilled or performed in order (a) to enable either Obligor lawfully
to enter into, exercise its rights under and perform the obligations
expressed to be assumed by it in this Agreement, (b) to ensure that
the obligations expressed to be assumed by each Obligor in this
Agreement are legal, valid, binding and enforceable or (c) to make
this Agreement admissible in evidence in England or the United States
of America is not done, fulfilled or performed; or
|
| |  | 21.1.11                                                                                                                                                                                        |  | at any time it is or becomes unlawful for either Obligor to
perform or comply with any or all of its obligations hereunder or any
of the obligations of either Obligor hereunder are not or cease to be
legal, valid and binding; or                                                                                                                                                                                                                                                                                                   
|
| |  | 21.1.12                                                                                                                                                                                        |  | the Guarantor ceases to own at least seventy-five per cent. of the
issued equity share capital of the Borrower; or                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | 21.1.13                                                                                                                                                                                        |  | the Group taken as a whole ceases to be predominantly engaged in
the credit and other similar card business, other consumer loan
business and businesses which are related thereto or are reasonable
extensions thereof,                                                                                                                                                                                                                                                                                                               
|
| |  | then, and in any such case and at any time thereafter whilst such event is
continuing, the Agent may (and, if so instructed by an Instructing Group,
shall) by written notice to the Borrower:
|
| |  | 21.1.14                                                                                                                                                                                        |  | declare the Advances to be immediately due and payable (whereupon
the same shall become so payable together with accrued interest
thereon and any other sums then owed by the Borrower hereunder) or
declare the Advances to be due and payable on demand of the Agent;
and/or                                                                                                                                                                                                                                                         
|
| |  | 21.1.15                                                                                                                                                                                        |  | declare that an amount equal to the aggregate face amount of the
Bills be immediately due and payable whereupon that amount shall
become immediately due and payable (and the Borrower shall pay such
amount to the Agent for the account of the Banks) or declare that
such amount be payable on demand; and/or                                                                                                                                                                                                                       
|
| |  | 21.1.16                                                                                                                                                                                        |  | declare that the Facility shall be cancelled, whereupon the same
shall be cancelled and the Commitment of each Bank shall be reduced
to zero.                                                                                                                                                                                                                                                                                                                                                                                          
|

|21.2 |  | If, pursuant to Clause 21.1, the Agent declares the Advances or an amount
equal to the face amount of the Bills to be due and payable on demand of
the Agent, then, and at any time thereafter, the Agent may (and, if so
instructed by an Instructing Group, shall) by written notice
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---





|     |  | to the
Borrower call for repayment of the Advances and/or payment of such amount
on such date as it may specify in such notice (whereupon the same shall
become due and payable on such date and the Borrower shall pay such amount
on such date together with accrued interest thereon and any other sums
then owed by the Borrower hereunder) or withdraw its declaration with
effect from such date as it may specify in such notice.                                                                                                                                             
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|22.  |  | GUARANTEE AND INDEMNITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|22.1 |  | The Guarantor irrevocably and unconditionally guarantees and agrees to
pay from time to time on demand any and every sum or sums of money which
the Borrower is at any time obligated to pay to any Finance Party under or
pursuant to this Agreement and which has become due and payable but has
not been received by the time specified in such demand (the Guaranteed
Obligations).                                                                                                                                                                                            
|    
|22.2 |  | The Guarantor irrevocably and unconditionally agrees as a primary
obligation to indemnify each Finance Party from time to time on demand
from and against any loss incurred by any Finance Party as a result of any
of the Guaranteed Obligations being or becoming void, voidable,
unenforceable or ineffective as against the Borrower for any reason
whatsoever, whether or not known to any Finance Party or any other person,
the amount of such loss being the amount which the person or persons
suffering it would otherwise have been entitled to recover from the
Borrower.
|    
|22.3 |  | The obligations of the Guarantor herein contained shall be in addition to
and independent of every other security which any Finance Party may at any
time hold in respect of any of the Borrowers obligations under this
Agreement.                                                                                                                                                                                                                                                                                                                                                 
|    
|22.4 |  | The obligations of the Guarantor herein contained shall constitute and be
continuing obligations notwithstanding any settlement of account or other
matter or thing whatsoever and shall not be considered satisfied by any
intermediate payment or satisfaction of all or any of the obligations of
the Borrower under this Agreement and shall continue in full force and
effect until final payment in full of all amounts owing by the Borrower
under this Agreement.                                                                                                            
|    
|22.5 |  | Neither the obligations of the Guarantor herein contained nor the rights,
powers and remedies conferred in respect of the Guarantor upon any Finance
Party by this Agreement or by law shall be discharged, impaired or
otherwise affected by:                                                                                                                                                                                                                                                                                                                                       
|    

| |  | 22.5.1 |  | the winding-up, dissolution, administration or re-organisation of
the Borrower or any other person or any change in its status,
function, control or ownership;                                                                                             
| |  | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 22.5.2 |  | any of the obligations of the Borrower or any other person under
this Agreement or under any other security taken in respect of any of
its obligations under this Agreement being or becoming illegal,
invalid, unenforceable or ineffective in any respect;





---





| |  | 22.5.3 |  | time or other indulgence being granted or agreed to be granted to
the Borrower or any other person in respect of its obligations under
this Agreement or under any such other security;                                                                                                                                                                               
| |  | ------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 22.5.4 |  | any amendment to, or any variation, waiver or release of, any
obligation of the Borrower or any other person under this Agreement
or under any such other security;                                                                                                                                                                                                   
|
| |  | 22.5.5 |  | any failure to take, or fully to take, any security contemplated
hereby or otherwise agreed to be taken in respect of the Borrowers
obligations under this Agreement;                                                                                                                                                                                                
|
| |  | 22.5.6 |  | any failure to realise or fully to realise the value of, or any
release, discharge, exchange or substitution of, any security taken
in respect of the Borrowers obligations under this Agreement;                                                                                                                                                                    
|
| |  | 22.5.7 |  | the release of any other guarantor or any other person under the
terms of any composition or arrangement with any creditor of any
member of the Group; or                                                                                                                                                                                                             
|
| |  | 22.5.8 |  | other than payment in full of the Guaranteed Obligations, any other
act, event or omission whatsoever which, but for this Clause 22.5,
might operate to discharge, impair or otherwise affect any of the
obligations of the Guarantor herein contained or any of the rights,
powers or remedies conferred upon any of the Finance Parties by this
Agreement or by law.
|

|22.6 |  | Any settlement or discharge between the Guarantor and any of the Finance
Parties shall be conditional upon no security or payment to any Finance
Party by an Obligor or any other person on behalf of an Obligor being
avoided or reduced by virtue of any laws relating to bankruptcy,
insolvency, liquidation or similar laws of general application and, if any
such security or payment is so avoided or reduced, each Finance Party
shall be entitled to recover the value or amount of such security or
payment from the Guarantor subsequently as if such settlement or discharge
had not occurred.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|22.7 |  | No Finance Party shall be obliged before exercising any of the rights,
powers or remedies conferred upon them in respect of the Guarantor by this
Agreement or by law:                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    

| |  | 22.7.1 |  | to make any other demand of the Borrower;                                                                                        
| |  | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------
|
| |  | 22.7.2 |  | to take any action or obtain judgment in any court against the Borrower;                                                         
|
| |  | 22.7.3 |  | to make or file any claim or proof in a winding-up or dissolution of the Borrower; or                                            
|
| |  | 22.7.4 |  | to enforce or seek to enforce any other security taken in respect
of any of the obligations of the Borrower under this Agreement.





---





|22.8 |  | The Guarantor agrees that, so long as any Guaranteed Obligations are
outstanding, the Guarantor shall not exercise any rights which the
Guarantor may at any time have by reason of performance by it of its
obligations hereunder;
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    

| |  | 22.8.1 |  | to be indemnified by the Borrower; and/or                                                                                                                                                                                                                                      
| |  | ------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 22.8.2 |  | to claim any contribution from any other guarantor of the
Borrowers obligations under this Agreement; and/or                                                                                                                                                                  
|
| |  | 22.8.3 |  | to take the benefit (in whole or in part and whether by way of
subrogation or otherwise) of any rights of any Finance Party under
this Agreement or of any other security taken pursuant to, or in
connection with, this Agreement by all or any of the Finance Parties;
and/or
|
| |  | 22.8.4 |  | to commence or claim in any insolvency or similar proceedings
against the Borrower.                                                                                                                                                                                            
|

|22.9 |  | In the event of payment being received by the Guarantor in breach of
Clause 22.8, the Guarantor will pay or transfer to the Agent on behalf of
the Finance Parties any sum which shall have been received by it from the
Borrower in consequence of such breach (which sum shall as between the
Borrower and the Guarantor be deemed not to have reduced the liability of
the Borrower to the Guarantor), and until such payment or transfer, the
Guarantor will hold such sums on trust for the Finance Parties, provided
however thatthese provisions shall not constitute or create or be deemed
to constitute or create any encumbrance or other security interest of any
kind.                                                                                                                                                                                                                                                             
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|23.  |  | DEFAULT INTEREST AND INDEMNITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|23.1 |  | If any sum due and payable by an Obligor hereunder is not paid on the due
date therefor in accordance with the provisions of Clause 25 or if any sum
other than a sum as previously referred to in this Clause 23.1 due and
payable by such Obligor under any judgment of any court in connection
herewith is not paid on the date of such judgment, the period beginning on
such due date or, as the case may be, the date of such judgment and ending
on the date upon which the obligation of such Obligor to pay such sum (the
balance thereof for the time being unpaid being herein referred to as an
"unpaid sum) is discharged shall be divided into successive periods, each
of which (other than the first) shall start on the last day of the
preceding such period and the
duration of each of which shall (except as otherwise provided in this
Clause 23) be selected by the Agent having regard to the likely period of
default.
|    
|23.2 |  | During each such period relating thereto as is mentioned in Clause 23.1
an unpaid sum shall bear interest (before as well as after judgment) at
the rate per annum which is the sum from time to time of one per cent.,
the Margin, the Mandatory Cost in respect thereof at such time (if
applicable) and LIBOR on the Quotation Date therefor provided that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    

| |  | 23.2.1 |  | if, for any such period, LIBOR cannot be determined, the rate of
interest applicable to such unpaid sum shall be the sum from time to
time of one per cent., the Margin, the
| |  | ------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---





| |  |        |  | Mandatory Cost in respect
thereof at such time (if applicable) and the rate per annum
determined by the Agent to be the arithmetic mean (rounded upwards to
four decimal places) of the rates notified by each Reference Bank to
the Agent before the last day of such period to be those which
express as a percentage rate per annum the cost to it of funding from
whatever sources it may reasonably select its portion of such unpaid
sum for such period; and
| |  | ------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 23.2.2 |  | if such unpaid sum is all or part of an Advance which became due
and payable on a day other than the last day of the Term thereof, the
first such period applicable thereto shall be of a duration equal to
the unexpired portion of that Term and the rate of interest
applicable thereto from time to time during such period shall be that
which exceeds by one per cent. the rate which would have been
applicable to it had it not so fallen due.             
|

|23.3 |  | Any interest which shall have accrued under Clause 23.2 in respect of an
unpaid sum shall be due and payable and shall be paid by the relevant
Obligor at the end of the period by reference to which it is calculated or
on such other date or dates as the Agent may specify by written notice to
that Obligor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|23.4 |  | If any Bank or the Agent on its behalf receives or recovers all or any
part of such Banks share of an Advance otherwise than on the last day of
the Term thereof, the Borrower shall pay to the Agent within three
business days of the Agents demand for account of such Bank an amount
equal to the amount (if any) by which (i) the additional interest which
would have been payable on the amount so received or recovered had it been
received or recovered on the last day of the Term thereof exceeds (ii) the
amount of interest which, in the reasonable opinion of the Agent, would
have been payable to the Agent or such Bank (as applicable) on the last
day of the Term thereof in respect of a deposit in the currency of the
amount so received or recovered equal to the amount so received or
recovered placed by it with a prime bank in London for a period starting
on the third business day following the date of such receipt or recovery
and ending on the last day of the Term thereof.
|    
|23.5 |  | The Borrower undertakes to indemnify within three business days of the
Agents demand:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    

| |  | 23.5.1 |  | each of the Agent, the Arrangers and the Banks against any
reasonable cost, claim, loss, expense (including legal fees) or
liability together with any VAT thereon, which any of them may
sustain or incur as a direct consequence of the occurrence of any
Event of
Default or any default by the Borrower in the performance of any of
the obligations expressed to be assumed by it in this Agreement;
| |  | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 23.5.2 |  | the Agent against any reasonable cost or loss it may suffer or
incur as a result of (i) its entering into, or performing, any
foreign exchange contract for the purposes of Clause 25 or (ii) its
implementing the provisions of Clause 24;                                                                                                                                                              





---





| |  | 23.5.3 |  | each Bank against any reasonable loss it may suffer as a result of
its funding its portion of an Advance requested by the Borrower
hereunder but not made by reason of the operation of any provision
hereof;                                                                                                                                                                                                                                                                                                                                                 
| |  | ------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 23.5.4 |  | each Bank against any loss it may suffer or incur as a result of
its funding its portion of an Advance in an Optional Currency which
is denominated in a Committed Currency by reason of the provisions of
sub-clauses 6.2.1 or 6.2.2 of Clause 6.2; and                                                                                                                                                                                                                                                                                                      
|
| |  | 23.5.5 |  | each Bank against any cost or loss it may suffer as a result of any
minimum reserve requirements imposed on it by the European Central
Bank in relation to a Utilisation or any funding of a Utilisation
(except to the extent such losses are caused by the wilful misconduct
or gross negligence of such Bank). A Bank intending to make a claim
pursuant to this sub-clause shall deliver to the Agent a certificate
setting out in reasonable detail the basis of such claim whereupon
the Agent shall deliver to the Borrower a copy of such certificate.
|

|23.6 |  | Any unpaid sum shall (for the purposes of this Clause 23, Clause 13.1 and
Schedule 6 (Mandatory Cost)) be treated as an advance and accordingly in
this Clause 23 and Schedule 6 (Mandatory Cost) the term Advance includes
any unpaid sum and Term, in relation to an unpaid sum, includes each
such period relating thereto as is mentioned in Clause 23.1.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|24.  |  | CURRENCY OF ACCOUNT AND PAYMENT                                                                                                                                                                                                                                                                                                                                  
|    
|24.1 |  | Sterling is the currency of account and payment for each and every sum at
any time due from an Obligor hereunder provided that:                                                                                                                                                                                                                                  
|    

| |  | 24.1.1 |  | each repayment of an Advance or a part thereof shall be made in the
currency in which such Advance is denominated at the time of that
repayment;
| |  | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 24.1.2 |  | each payment of interest shall be made in the currency in which the
sum in respect of which such interest is payable is denominated;            
|
| |  | 24.1.3 |  | any amount expressed to be payable in a currency other than
Sterling shall be paid in that other currency;                                      
|
| |  | 24.1.4 |  | each payment in respect of costs and expenses shall be made in the
currency in which the same were incurred; and                                
|
| |  | 24.1.5 |  | each payment pursuant to Clause 12.2 or Clause 14.1 shall be made
in the currency specified by the party claiming thereunder.                   
|

|24.2 |  | If any sum due from an Obligor under this Agreement or any order or
judgment given or made in relation hereto has to be converted from the
currency (the first currency) in which the same is payable hereunder or
under such order or judgment into another currency (the second currency)
for the purpose of (i) making or filing a claim or proof against such
Obligor,
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---





|     |  | (ii) obtaining an order or judgment in any court or other
tribunal or (iii) enforcing any order or judgment given or made in
relation hereto, such Obligor, as a separate and independent obligation,
shall indemnify and hold harmless each of the persons to whom such sum is
due from and against any loss suffered as a result of any discrepancy
between (a) the rate of exchange used for such purpose to convert the sum
in question from the first currency into the second currency and (b) the
rate or rates of exchange at which such person 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.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|25.  |  | PAYMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|25.1 |  | On each date on which this Agreement requires an amount to be paid by an
Obligor or any of the Banks hereunder, such Obligor or, as the case may
be, such Bank shall make the same available to the Agent:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    

| |  | 25.1.1 |  | where such amount is denominated in Sterling, by payment in
Sterling and in immediately available, freely transferable, cleared
funds to Lloyds TSB Bank plc, Treasury Division, Faryners House, 25
Monument Street London EC3R 3BP (Sort Code 30-15-57) for the credit
of account number 0002727 quoting reference Loans Administration
Department, Bristol, Re MBNA (or such other sort-code, account or
bank as the Agent may have specified for this purpose); or                                                                             
| |  | ------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 25.1.2 |  | where such amount is denominated in a Committed Currency (other
than Sterling) or an Optional Currency, by payment in such Committed
Currency or Optional Currency and in immediately available, freely
transferable, cleared funds to such account with such bank in the
principal financial centre of the country of such Committed Currency
or Optional Currency (or, in the case of amounts denominated in euro,
in the financial centre reasonably designated by the Agent for this
purpose) as the Agent shall have specified for this purpose.
|

|25.2 |  | If, at any time, it shall become impracticable (by reason of any action
of any governmental authority or any change in law, exchange control
regulations or any similar event) for an Obligor to make any payments
hereunder in the manner specified in Clause 25.1, then such Obligor may
agree with each or any of the Banks to such reasonable alternative
arrangements (which arrangements the Bank may not unreasonably decline)
for the payment direct to such Bank of amounts due to such Bank hereunder
provided that, in the absence of any such agreement with any Bank, such
Obligor shall be obliged to make all payments due to such Bank in the
manner specified herein. Upon reaching such agreement such Obligor and
such Bank shall immediately notify the Agent thereof and shall thereafter
promptly notify the Agent of all payments made direct to such Bank.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|25.3 |  | Save as otherwise provided herein, each payment received by the Agent for
the account of another person pursuant to Clause 25.1 shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            





---





| |  | 25.3.1 |  | in the case of a payment received for the account of the Borrower,
be made available by the Agent to the Borrower by application:
| |  | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------
|

| |  |  |  | (a) |  | first, in or towards payment the same day (in the
currency and funds of receipt) of any amount then due from the
Borrower hereunder to the person from whom the amount was so
received or in or towards the purchase of any amount of any
currency to be so applied; and                                                                                                                                                           
| |  |  |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  |  | (b) |  | secondly, in or towards payment the same day (in
the currency and funds of receipt) to such account of the
Borrower with such bank in the principal financial centre of
the country of the currency of such payment (or, in the case
of amounts denominated in euro, in the principal financial
centre of a Participating Member State or London) as the
Borrower shall have previously notified to the Agent for this
purpose; and
|

| |  | 25.3.2 |  | in the case of any other payment, be made available by the Agent to
the person for whose account such payment was received (in the case
of a Bank, for the account of the Facility Office) for value the same
day by transfer to such account of such person with such bank in the
principal financial centre of the country of the currency of such
payment (or, in the case of amounts denominated in euro, in the
financial centre reasonably designated by the Agent for this purpose)
as such person shall have previously notified to the Agent.
| |  | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

|25.4 |  | All payments required to be made by an Obligor hereunder shall be
calculated without reference to any set-off or counterclaim and shall be
made free and clear of and without any deduction for or on account of any
set-off or counterclaim.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|25.5 |  | Where a sum is to be paid hereunder to the Agent for account of another
person, the Agent shall not be obliged to make the same available to that
other person until it has been able to establish to its reasonable
satisfaction that it has actually received such sum, but if it does so and
it proves to be the case that it had not actually received such sum, then
the person to whom such sum was so made available shall on request refund
the same to the Agent together with an amount sufficient to indemnify the
Agent against any cost or loss it may have suffered or incurred by reason
of its having paid out such sum prior to its having received such sum.
|    
|26.  |  | SET-OFF                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|     |  | Following the occurrence of an Event of Default which is continuing, each
Obligor authorises each Bank to apply any credit balance to which such
Obligor is entitled on any account of such Obligor with that Bank in
satisfaction of any sum due and payable from such Obligor to such Bank
hereunder but unpaid, provided thatsuch Bank shall only exercise such
right if in its opinion it is satisfied that such sum is due and payable
to such Bank but is unpaid. For this purpose, each Bank is authorised to
purchase with the moneys standing to the credit of any such                                                                                              





---





|     |  | account such other
currencies as may be necessary to effect such application. No Bank shall
be obliged to exercise any right given to it by this Clause 26. If a Bank
sets off an obligation under this Agreement, that Bank will promptly
notify the Agent and the relevant Obligor (but, for the avoidance of
doubt, the failure of such Bank to provide such notice shall not affect
such Banks rights under this Clause 26). The notice will provide details
of the amount set off.                                                                                                                                                                                                       
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|27.  |  | REDISTRIBUTION OF PAYMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|27.1 |  | If, at any time, the proportion which any Bank (a Recovering Bank") has
received or recovered (whether by payment, the exercise of a right of
set-off or combination of accounts or otherwise) in respect of its portion
of any payment (a relevant payment") to be made under this Agreement by
an Obligor for account of such Recovering Bank and one or more other Banks
is greater (the portion of such receipt or recovery giving rise to such
excess proportion being herein called an excess amount") than the
proportion thereof so received or recovered by the Bank or Banks so
receiving or recovering the smallest proportion thereof (which shall
include a nil receipt), then:
|    

| |  | 27.1.1                                                                                                                                                                                                                             |  | such Recovering Bank shall pay to the Agent an amount equal to such
excess amount;                                                                                                                                                                                                                                                                     
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 27.1.2                                                                                                                                                                                                                             |  | there shall thereupon fall due from such Obligor to such Recovering
Bank an amount equal to the amount paid out by such Recovering Bank
pursuant to sub-clause 27.1.1 above, the amount so due being, for the
purposes hereof, treated as if it were an unpaid part of such
Recovering Banks portion of such relevant payment; and                    
|
| |  | 27.1.3                                                                                                                                                                                                                             |  | the Agent shall treat the amount received by it from such
Recovering Bank pursuant to sub-clause 27.1.1 above as if such amount
had been received by it from such Obligor in respect of such relevant
payment and shall pay the same to the persons entitled thereto
(including such Recovering Bank) pro ratato their respective
entitlements thereto,
|
| |  | provided thatto the extent that any excess amount is attributable to a
payment to a Bank pursuant to Clause 25.3.1(a) such portion of such excess
amount as is so attributable shall not be required to be shared pursuant
hereto.
|

|27.2 |  | If any sum (a relevant sum) received or recovered by a Recovering Bank
in respect of any amount owing to it by an Obligor becomes repayable and
is repaid by such Recovering Bank, then:
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    

| |  | 27.2.1 |  | each Bank which has received a share of such relevant sum by reason
of the implementation of Clause 27.1 shall, upon request of the
Agent, pay to the Agent for account of such Recovering Bank an amount
equal to its share of such relevant sum; and
| |  | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 27.2.2 |  | there shall thereupon fall due from such Obligor to each such Bank
an amount equal to the amount paid out by it pursuant to sub-clause
27.2.1 above, the amount so due being,                                                                         





---



| | for the purposes hereof, treated as if it were the sum payable to such
Bank against which such Banks share of such relevant sum was applied.
| | ---------------------------------------------------------------------------------------------------------------------------------------------

|    
|----
|27.3
|    
|28. 
|    
|28.1
|    
|28.2
|    
|28.3
|    
|28.4
|    
|29. 
|    
|29.1
|    
|29.2



---





|29.3 |  | The Obligors shall pay all United Kingdom and United States of America
stamp, registration and other taxes to which this Agreement or any
judgment given in connection herewith is or at any time may be subject and
shall, from time to time within three business days of the demand of the
Agent, indemnify the Agent, the Arrangers and the Banks against any
liabilities, costs, claims and expenses resulting from any failure to pay
or any delay in paying any such tax.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|29.4 |  | If any Obligor fails to perform any of its obligations under this Clause
29, each Bank shall, in its Proportion, indemnify each of the Agent and
the Arrangers against any loss incurred by any of them as a result of such
failure except to the extent that such loss results directly from the
Agents negligence or wilful misconduct and the Borrower shall forthwith
reimburse each Bank for any payment made by it pursuant to this Clause
29.4.                         
|    
|30.  |  | THE AGENT, THE ARRANGERS AND THE BANKS                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|30.1 |  | Each Arranger and each Bank hereby appoints the Agent to act as its agent
in connection herewith and authorises the Agent to exercise such rights,
powers, authorities and discretions as are specifically delegated to the
Agent by the terms hereof together with all such rights, powers,
authorities and discretions as are reasonably incidental thereto.                                                                                                                  
|    
|30.2 |  | The Agent may                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    

| | 30.2.1 | assume that:
| | ------ | ------------



| | (a) |  | any representation made by an Obligor in
connection herewith is true;                                                                                       
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | no Default has occurred;                                                                                                                                    
|
| | (c) |  | the Obligors are not in breach of or default
under their obligations hereunder; and                                                                         
|
| | (d) |  | any right, power, authority or discretion vested
herein upon an Instructing Group, the Banks or any other
person or group of persons has not been exercised,



| |                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------
| | unless it has, in its capacity as agent for the Banks, received
notice to the contrary from any other party hereto;



| | 30.2.2 | assume that the Facility Office of each Bank is that last notified
to it until it has received from such Bank a notice designating some
other office of such Bank to replace its Facility Office and act upon
any such notice until the same is superseded by a further such
notice;
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 30.2.3 | engage and pay for the advice or services of any lawyers,
accountants, surveyors or other experts whose advice or services may
to it seem necessary, expedient or desirable and rely upon any advice
so obtained;                                                                   
|





---



| | 30.2.4 | rely as to any matters of fact which might reasonably be expected
to be within the knowledge of an Obligor upon a certificate signed by
or on behalf of such Obligor;
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | 30.2.5  | rely upon any communication or document believed by it to be
genuine;                                                                                                                                                                                                                                                                                                                                                                                                              
| | ------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 30.2.6. | save as otherwise provided herein, refrain from exercising any
right, power or discretion vested in it as agent hereunder unless and
until instructed by an Instructing Group as to whether or not such
right, power or discretion is to be exercised and, if it is to be
exercised, as to the manner in which it should be exercised; and                                                                                                                                         
|
| | 30.2.7  | refrain from acting in accordance with any instructions of an
Instructing Group to begin any legal action or proceeding arising out
of or in connection with this Agreement until it shall have received
such security as it may require (whether by way of payment in advance
or otherwise) for all costs, claims, losses, expenses (including
legal fees) and liabilities together with any VAT thereon which it
will or may expend or incur in complying with such instructions.



|30.3 |  | The Agent shall:
|---- |  | ----------------



| | 30.3.1 | promptly inform each Bank of the contents of any notice or document
received by it in its capacity as Agent from either Obligor
hereunder;                                                                                                    
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 30.3.2 | promptly notify each Bank of the occurrence of any Default or any
default by the Borrower in the due performance of or compliance with
its obligations under this Agreement of which the Agent has express
notice from any other party hereto;
|
| | 30.3.3 | save as otherwise provided herein, act as agent hereunder in
accordance with any instructions given to it by an Instructing Group,
which instructions shall be binding on all of the Arrangers and the
Banks; and                             
|
| | 30.3.4 | save as otherwise provided herein, if so instructed by an
Instructing Group, refrain from exercising any right, power or
discretion vested in it as agent hereunder.                                                                          
|

|30.4 |  | Notwithstanding anything to the contrary expressed or implied herein,
0neither the Agent nor any of the Arrangers shall:
|---- |  | ------------------------------------------------------------------------------------------------------------------------
|    

| | 30.4.1 | be bound to enquire as to:
| | ------ | --------------------------
|

| | (a) | whether or not any representation made by an
Obligor in connection herewith is true;
| | --- | ------------------------------------------------------------------------------------
|
| | (b) | the occurrence or otherwise of any Default;                                         
|
| | (c) | the performance by the Obligors of their
obligations hereunder; or                  
|
| | (d) | any breach of or default by an Obligor of or
under its obligations hereunder;       



---





| | 30.4.2 | be bound to account to any Bank for any sum or the profit element
of any sum received by it for its own account;                                                                                                                                   
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 30.4.3 | be bound to disclose to any other person any information relating
to any member of the Group if such disclosure would or might in its
opinion constitute a breach of any law or regulation or be otherwise
actionable at the suit of any person; or
|
| | 30.4.4 | be under any obligations other than those for which express
provision is made herein.                                                                                                                                                              



|30.5  | Each Bank shall, in its Proportion, from time to time on demand by the
Agent, indemnify the Agent, against any and all costs, claims, losses,
expenses (including legal fees) and liabilities together with any VAT
thereon which the Agent may incur, otherwise than by reason of its own
gross negligence or wilful misconduct, in acting in its capacity as agent
hereunder.                                                                                                                                                                                                                                                        
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|30.6  | Neither the Agent and the Arrangers nor any of them accepts any
responsibility for the accuracy and/or completeness of any information
supplied by the Borrower in connection herewith or for the legality,
validity, effectiveness, adequacy or enforceability of this Agreement or
any related document and neither the Agent and the Arrangers nor any of
them shall be under any liability as a result of taking or omitting to
take any action in relation to this Agreement or any related document,
save in the case of gross negligence or wilful misconduct.                                                                  
|     
|30.7  | Each of the Banks agrees that it will not assert or seek to assert
against any director, officer, employee or agent of the Agent or any
Arranger any claim it might have against any of them in respect of the
matters referred to in Clause 30.6. Any director, officer, employee or
agent of the Agent or an Arranger may rely on this Clause 30.7 and enforce
its terms under the Contracts (Rights of Third Parties) Act 1999.                                                                                                                                                                                                     
|     
|30.8  | The Agent and each of the Arrangers may accept deposits from, lend money
to and generally engage in any kind of banking or other business with each
Obligor or any of its respective related entities.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     
|30.9  | The Agent may resign its appointment hereunder at any time without
assigning any reason therefor by giving not less than thirty days prior
written notice to that effect to each of the other parties hereto provided
thatno such resignation shall be effective until a successor for the
Agent is appointed in accordance with the succeeding provisions of this
Clause 30 and has accepted such appointment in writing.                                                                                                                                                                                                            
|     
|30.10 | If the Agent gives notice of its resignation pursuant to Clause 30.9,
then any reputable and experienced bank or other financial institution may
(with the prior consent of the Borrower, such consent not to be
unreasonably withheld provided thatit is understood that such consent may
be withheld in relation to a bank or financial institution whose primary
business is similar to or in direct competition with that of the Group) be
appointed as a successor to the Agent by an Instructing Group during the
period of such notice but, if no such successor is so appointed, the Agent
may appoint such a successor itself.



---





|30.11 | If a successor to the Agent is appointed under the provisions of Clause
30.10, then upon such successors acceptance of such appointment (i) the
retiring Agent shall be discharged from any further obligation hereunder
but shall remain entitled to the benefit of the provisions of this Clause
30 and (ii) its successor and each of the other parties hereto shall have
the same rights and obligations amongst themselves as they would have had
if such successor had been a party hereto.
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|30.12 | It is understood and agreed by each Bank that it has itself been, and
will continue to be, solely responsible for making its own independent
appraisal of and investigations into the financial condition,
creditworthiness, condition, affairs, status and nature of the Obligors
and, accordingly,
each Bank warrants to the Agent and the Arrangers that it has not relied
on and will not hereafter rely on the Agent and the Arrangers nor any of
them:                                      



| | 30.12.1 | to check or enquire on its behalf into the adequacy, accuracy or
completeness of any information provided by the Borrower in
connection with this Agreement or the transactions herein
contemplated (whether or not such information has been or is
hereafter circulated to such Bank by the Agent and the Arrangers or
any of them); or
| | ------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 30.12.2 | to assess or keep under review on its behalf the financial
condition, creditworthiness, condition, affairs, status or nature of
the Obligors.                                                                                                                                                                                           



|30.13 | In acting as Agent for the Banks, the Agents agency division shall be
treated as a separate entity from any other of its divisions or
departments and, notwithstanding the foregoing provisions of this Clause
30, in the event that the Agent should act for either Obligor in any
capacity in relation to any other matter, any information given by either
Obligor to the Agent in such other capacity may be treated as confidential
by the Agent.                                                                                                                                             
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|31.   | BENEFIT OF AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     
|      | This Agreement shall be binding upon and enure to the benefit of each
party hereto and its or any subsequent successors, Transferees and
assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     
|32.   | ASSIGNMENTS AND TRANSFERS BY THE BORROWER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     
|      | The Obligors shall not be entitled to assign or transfer all or any of
their rights, benefits and obligations hereunder without the prior written
consent of the Banks.                                                                                                                                                                                                                                                                                                                                                                                                                             
|     
|33.   | ASSIGNMENTS AND TRANSFERS BY BANKS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     
|33.1  | Any Bank may, at any time, assign all or any of its rights and benefits
hereunder or transfer in accordance with Clause 33.3 all or any of its
rights, benefits and obligations to a person subject to the prior written
consent of the Borrower and the Agent (such consent not to be unreasonably
withheld or delayed provided thatit is understood that such consent may
be withheld in relation to a bank or financial institution whose primary
business is similar to or in direct competition with that of the Group or
where the Borrower reasonably considers that the credit-worthiness of





---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the transferee bank is substantially below that of the transferor bank and
provided furtherthat the Borrower will be deemed to have given its
consent ten business days after a Bank has requested it unless such
consent is expressly refused by the Borrower within that time). Unless
the Borrower and the Agent agree otherwise, any partial assignment,
transfer or novation must be a minimum Commitment amount of £10,000,000
and an integral multiple of £1,000,000.



|33.2 | If any Bank assigns all or any of its rights and benefits hereunder in
accordance with Clause 33.1, then, unless and until the assignee has
agreed with the Agent, the Arrangers and the other Banks that it shall be
under the same obligations towards each of them as it would have been
under if it had been an original party hereto as a Bank, the Agent, the
Arrangers and the other Banks shall not
be obliged to recognise such assignee as having the rights against each of
them which it would have had if it had been such a party hereto.  
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|33.3 | If any Bank wishes to transfer all or any of its rights, benefits and/or
obligations hereunder as contemplated in Clause 33.1, then such transfer
may be effected by the delivery to the Agent of a duly completed and duly
executed Transfer Certificate in which event, on the later of the Transfer
Date specified in such Transfer Certificate and the fifth business day
after (or such earlier business day endorsed by the Agent on such Transfer
Certificate falling on or after) the date of delivery of such Transfer
Certificate to the Agent:



| | 33.3.1 | to the extent that in such Transfer Certificate the Bank party
thereto seeks to transfer its rights, benefits and obligations
hereunder, such Bank and the other parties hereto at such time shall
be released from further obligations towards one another hereunder
and their respective rights against one another shall be cancelled
(such rights, benefits and obligations being referred to in this
Clause 33.3 as discharged rights and obligations);
| | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 33.3.2 | the Obligors and the Transferee party thereto shall assume
obligations towards one another and/or acquire rights against one
another which differ from such discharged rights and obligations only
insofar as the Obligors and such Transferee have assumed and/or
acquired the same in place of the Obligors and such Bank; and                                                                                                                              
|
| | 33.3.3 | the Agent, the Arrangers, such Transferee and the other Banks shall
acquire the same rights and benefits and assume the same obligations
between themselves as they would have acquired and assumed had such
Transferee been an original party hereto as a Bank with the rights,
benefits and/or obligations acquired or assumed by it as a result of
such transfer.                                                                                          



|33.4 | On the date upon which a transfer takes effect pursuant to Clause 33.3,
the Transferee in respect of such transfer shall pay to the Agent for its
own account a transfer fee of £1,000.            
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|33.5 | If, at any time, a Bank assigns or transfers any of its rights, benefits
and obligations hereunder or transfers its Facility Office and, at the
time of such assignment or transfer there arises an





---





| | obligation on the part of the Borrower under Clauses 12 and 14 to pay to
that Bank or its assignee or transferee any amount in excess of the amount it would have
then been obliged to pay but for the assignment or transfer then the
Borrower shall not be obliged to pay the amount of such excess.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|33.6 | For the avoidance of doubt, if any Bank assigns all or any of its rights
hereunder in accordance with Clause 33.1 or transfers all or any of its
rights, benefits and/or obligations hereunder as contemplated in Clause
33.1, the relevant assignee or transferee, by accepting such assignment or
entering into such transfer, shall represent to the Borrower that it is a
Qualifying Bank, and agrees that it shall notify the Borrower if at any
time it is not, or will cease to be, a Qualifying Bank as soon as
reasonably practicable upon becoming aware of such event.                                                                                                                                                                                               
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|34.  | DISCLOSURE OF INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|34.1 | Neither the Agent, the Arrangers nor any Bank may disclose to any actual
or potential assignee or Transferee or to any person who may otherwise
enter into contractual relations with such Bank in relation to this
Agreement any information about the Obligors without the prior written
consent of the Borrower (which consent shall not be unreasonably withheld
or delayed) and then only on the basis that prior to any such disclosure
the recipient of such information agrees to preserve in accordance with
Clause 34.2 the confidentiality of any information relating to the
Guarantor, the Borrower and the Group received by it and the Agent has
received a written undertaking addressed to the Borrower and the proposed
assignor or transferor to that effect.
|    
|34.2 | The Agent, the Arrangers and each Bank agree that they will treat as
confidential all information provided to it by the Borrower or its agents
in relation to the Facility and only use such information or disclose it
to others in connection with arrangements arising under this Agreement
except that the Agent, the Arrangers or any Bank, as the case may be, may
disclose such information:                                                                                                                                                                                                                                                                                                                                                                             



| | 34.2.1 | in accordance with Clause 34.1;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 34.2.2 | to the extent to which it is required to do so by law or by order
of any court or at the request of any regulatory body;                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | 34.2.3 | if necessary or advisable, in connection with any legal proceedings
relating to this Agreement provided thatwhere the Obligors are not a
party to such legal proceedings then the Borrower must be given prior
notification to such information being disclosed;                                                                                                                                                                                                                                                         
|
| | 34.2.4 | to their employees, directors, agents, lawyers, accountants and
other professional advisors and to such of their officers, directors,
employees, agents, independent auditors and representatives of such
Agent, Arranger or Bank as need to know such information in
connection with such partys administration of its obligations
hereunder provided thatsuch persons referred to in this sub-clause
34.2.4 must be informed of the confidential nature of the information
and of the restrictions imposed herein; and





---





| | 34.2.5 | to the extent that such information is or otherwise becomes public
information (otherwise than by disclosure by any of the Agent, the
Arrangers or any Bank).
| | ------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|

|35.  | CALCULATIONS AND EVIDENCE OF DEBT                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|35.1 | Any interest, commission or fee accruing hereunder shall accrue from day
to day and shall be calculated on the basis of the actual number of days
elapsed and a year of 365 days (or, in the case of any Advance not
denominated in Sterling, 360 days) or, in any case where market practice
differs, in accordance with market practice.                                                                                                                            
|    
|35.2 | Any repayment of an Advance denominated in a Committed Currency or in an
Optional Currency shall reduce the amount of such Advance by the amount of
such Committed Currency or Optional
Currency respectively repaid and shall reduce the Sterling Amount of such
Advance proportionately.                                                                                                                                                                            
|    
|35.3 | If on any occasion a Reference Bank or Bank fails to supply the Agent
with a quotation required of it under the foregoing provisions of this
Agreement, the rate for which such quotation was required shall be
determined from those quotations which are supplied to the Agent provided
thatat least two Reference Banks supply a quotation.                                                                                                                        
|    
|35.4 | Each Bank shall maintain in accordance with its usual practice accounts
evidencing the amounts from time to time lent by and owing to it
hereunder.                                                                                                                                                                                                                                                                                                                   
|    
|35.5 | The Agent shall maintain on its books a control account or accounts in
which shall be recorded (a) the amount and type of any Utilisation made or
arising hereunder and each Banks share therein, (b) the amount of all
principal, interest and other sums due or to become due from an Obligor to
any of the Banks hereunder and each Banks share therein and (c) the
amount of any sum received or recovered by the Agent hereunder and each
Banks share therein.
|    
|35.6 | In any legal action or proceeding arising out of or in connection with
this Agreement, the entries made in the accounts maintained pursuant to
Clauses 35.4 and 35.5 shall be prima facie evidence of the existence and
amounts of the obligations of the Obligors therein recorded.                                                                                                                                                                                  
|    
|35.7 | A certificate of a Bank as to (a) the amount by which a sum payable to it
hereunder is to be increased under Clause 12.1 or (b) the amount for the
time being required to indemnify it against any such cost, payment or
liability as is mentioned in Clause 12.2 or 14.1 shall, in the absence of
manifest error, be conclusive for the purposes of this Agreement.                                                                                                  
|    
|35.8 | A certificate of the Agent as to the amount at any time due from the
Borrower hereunder or the amount which, but for any of the obligations of
the Borrower hereunder being or becoming void, voidable, unenforceable or
ineffective, at any time would have been due from the Borrower hereunder
shall, in the absence of manifest error, be prima facie evidence for the
purposes of Clause 22.                                                                     





---





|36.  | REMEDIES AND WAIVERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | No failure to exercise, nor any delay in exercising, on the part of the
Agent, the Arrangers and the Banks or any of them, any right or remedy
hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right or remedy prevent any further or other
exercise thereof or the exercise of any other right or remedy. The rights
and remedies herein provided are cumulative and not exclusive of any
rights or remedies provided by law.                                                                                                                                                                                                                                                                                                                                                              
|    
|37.  | COUNTERPARTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|     | This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|38.  | AMENDMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|38.1 | With the prior written consent of an Instructing Group, the Agent, the
Borrower and the Guarantor may from time to time enter into written
amendments, supplements or modifications hereto for the purpose of adding
any provisions to this Agreement or changing in any manner the rights of
all or any of the Agent, the Arrangers and the Banks or of the Borrower or
the Guarantor hereunder, and, at the request of the Borrower with the
prior consent of an Instructing Group, the Agent on behalf of the
Arrangers and the Banks may execute and deliver to the Borrower a written
instrument waiving prospectively or retrospectively, on such terms and
conditions as the Agent may specify in such instrument, any of the
requirements of this Agreement or any Event of Default and its
consequences provided, however, that:
|    

| | 38.1.1 | no waiver and no amendment, supplement or modification shall,
without the prior consent of all the Banks:
| | ------ | ---------------------------------------------------------------------------------------------------------



| | (a) | amend or modify the definitions of Final Maturity
Date or Instructing Group;                                                                                                                                                       
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | amend, modify or waive any provision of Clauses
19.1, 20.2.1 or 27 or this Clause 38;                                                                                                                                              
|
| | (c) | increase any Banks Commitment (other than
pursuant to Clause 33), the amount of the Facility, change the
principal amount of or currency of any Advance or any Bill or
extend the Term of any Advance or the Tenor of any Bill; or
|
| | (d) | decrease the amount of, change the currency of or
extend the date for any payment of interest, fees or any other
amount payable to all or any of the Agent, the Arrangers and
the Banks; and                                       



| | 38.1.2 | notwithstanding any other provision hereof, the Agent shall not be
obliged to agree to any waiver, amendment, supplement or modification
if the same would:
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | amend, modify or waive any provision of this
Clause 38; or
| | --- | ----------------------------------------------------------





---





| | (b) | otherwise amend, modify or waive any of the
Agents rights under this Agreement or subject the Agent to
any additional obligations thereunder.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------



|38.2 | If the Borrower or the Guarantor requests any amendment, supplement,
modification or waiver in accordance with Clause 38.1, then the Borrower
shall, within five business days of demand of the Agent, reimburse the
Agent for all costs and expenses (including legal fees) together with any
VAT thereon reasonably incurred by the Agent in the negotiation,
preparation and execution of any written instrument contemplated by Clause
38.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|39.  | PARTIAL INVALIDITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|     | If, at any time, any provision hereof is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither
the legality, validity or enforceability of the remaining
provisions hereof
nor the legality, validity or enforceability of such
provision under the law of any other jurisdiction shall in any way be
affected or impaired thereby.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|40.  | NOTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|40.1 | Each communication to be made hereunder shall be made in writing but,
unless otherwise stated, may be made by telex, telefax or letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|40.2 | Any communication or document to be made or delivered by one person to
another pursuant to this Agreement shall (unless that other person has by
fifteen days written notice to the Agent specified another address) be
made or delivered to that other person at the address, telex or telefax
number identified with its signature below (or, in the case of a
Transferee, at the end of the Transfer Certificate to which it is a party
as Transferee) and shall be deemed to have been made or delivered, in the
case of any communication made by letter, when left at that address or, as
the case may be, ten days after being deposited in the post postage
prepaid in an envelope addressed to that other person at that address and
in the case of any communication made by telex or telefax, when
transmission thereof has been completed provided thatwhere such
communication has been transmitted after office hours at the place of
receipt, then delivery shall be deemed to be made on the next business day
following such transmission. Any communication or document to be made or
delivered to the Agent shall be effective only when received by the Agent
and then only if the same is expressly marked for the attention of the
department or officer identified with the Agents signature below (or such
other department or officer as the Agent shall from time to time specify
for this purpose).
|    
|40.3 | In the case of communications sent by telefax, a hard copy of each such
communication must be delivered to the recipients address not later than
two business days following the day on which such telefax was sent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           





---





|41.  | ECONOMIC AND MONETARY UNION                                                                                                                                                                    
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|41.1 | If the United Kingdom becomes a Participating Member State and as a
result the Bank of England recognises more than one currency or currency
unit as the lawful currency of the United Kingdom:



| | 41.1.1 | the Borrower shall be entitled to pay or repay any such amount
payable hereunder either in the euro unit or in Sterling;                                                                                                                                           
| | ------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 41.1.2 | if any Advance made (or to be made) on or after the date on which
the United Kingdom becomes a Participating Member State would, but
for this provision, be capable of being made either in euro or in
Sterling, such Advance shall be made in euro;               
|
| | 41.1.3 | (unless prohibited by law) any translation from a currency or
currency unit to another shall be at the official fixed rate of
exchange recognised by the Bank of England for conversion, rounded up
or down by the Agent, after consultation with the Borrower; and
|
| | 41.1.4 | this Agreement shall be subject to such changes of construction or
interpretation as the Agent and the Borrower may from time to time
agree to be necessary to reflect the changeover to the euro in the
United Kingdom.                                           



|42.  | LAW                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | This Agreement shall be governed by, and shall be construed in accordance
with, English law.                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|43.  | JURISDICTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|43.1 | Each of the parties hereto irrevocably agrees for the benefit of each of
the Agent, the Arrangers and the Banks that the courts of England shall
have jurisdiction to hear and determine any suit, action or proceeding,
and to settle any disputes, which may arise out of or in connection with
this Agreement and, for such purposes, irrevocably submits to the
jurisdiction of such courts.                                                                                                              
|    
|43.2 | Each Obligor irrevocably waives any objection which it might now or
hereafter have to the courts referred to in Clause 43.1 being nominated as
the forum to hear and determine any suit, action or proceeding, and to
settle any disputes, which may arise out of or in connection with this
Agreement and agrees not to claim that any such court is not a convenient
or appropriate forum.                                                                                                                  
|    
|43.3 | The submission to the jurisdiction of the courts referred to in Clause
43.1 shall not (and shall not be construed so as to) limit the right of
the Agent, the Arrangers and the Banks or any of them to take proceedings
against either Obligor in any other court of competent jurisdiction nor
shall the taking of proceedings in any one or more jurisdictions preclude
the taking of proceedings in any other jurisdiction (whether concurrently
or not) if and to the extent permitted by applicable law.





---





|43.4 | The Guarantor agrees that the documents which start any proceedings in
the courts of England and any other documents required to be served in
relation to those proceedings may be served on it by being delivered to
MBNA International Bank Limited at Chester Business Park, Chester CH4 9FB
or its registered office.                                                                                                                                                                      
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|43.5 | If the appointment of the Borrower in Clause 43.4 ceases to be effective,
the Guarantor shall immediately appoint another person in England to
accept service of process on its behalf in England. If the Guarantor
fails to do so (and such failure continues for a period of not less than
ten days), the Agent shall be entitled to appoint such a person by notice
to the Guarantor. Nothing contained herein shall restrict the right to
serve process in any other manner allowed by law.
|    
|43.6 | The Borrower accepts its appointment as service of process agent set out
in Clause 43.4.                                                                                                                                                                                                                                                                                                                                                                                                       

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



---



SCHEDULE 1

The Banks

|                                                   |  |                        
|-------------------------------------------------- |  | -----------------------
|Bank                                               |  | Commitment (£)         
|                                                  
|                                                  
|                                                  
|                                                  
|Bank One, NA                                       |  | 30,000,000             
|                                                  
|                                                  
|                                                  
|                                                  
|Bank of America N.A                                |  | 25,000,000             
|                                                  
|                                                  
|                                                  
|                                                  
|The Royal Bank of Scotland plc                     |  | 25,000,000             
|                                                  
|                                                  
|                                                  
|                                                  
|Lloyds TSB Bank plc                                |  | 25,000,000             
|                                                  
|                                                  
|                                                  
|                                                  
|Westdeutsche Landesbank Girozentrale               |  | 25,000,000             
|                                                  
|                                                  
|                                                  
|                                                  
|ABN AMRO Bank N.V. London Branch                   |  | 20,000,000             
|                                                  
|                                                  
|                                                  
|                                                  
|Landesbank Hessen-Thüringen Girozentrale           |  | 20,000,000             
|                                                  
|                                                  
|                                                  
|                                                  
|Bankgesellschaft Berlin AG                         |  | 20,000,000             
|                                                  
|                                                  
|                                                  
|                                                  
|KBC Bank N.V., London Branch                       |  | 20,000,000             
|                                                  
|                                                  
|                                                  
|                                                  
|Banca Commerciale Italiana SpA, London Branch      |  | 15,000,000             
|                                                  
|                                                  
|                                                  
|                                                  
|Commerzbank AG, London Branch                      |  | 15,000,000             
|                                                  
|                                                  
|                                                  
|                                                  
|Deutsche Bank AG London                            |  | 15,000,000             
|                                                  
|                                                  
|                                                  
|                                                  
|Banca Monte dei Paschi di Siena SpA, London Branch |  | 10,000,000             
|                                                  
|                                                  
|                                                  
|                                                  
|Barclays Bank PLC                                  |  | 10,000,000             
|                                                  
|                                                  
|                                                  
|                                                  
|Dresdner Bank AG London Branch                     |  | 10,000,000             
|                                                  
|                                                  
|                                                  
|                                                  
|DG Bank Deutsche Genossenschaftsbank AG            |  | 10,000,000             
|                                                  
|                                                  
|                                                  
|                                                  
|Morgan Guaranty Trust Company of New York          |  | 10,000,000             
|                                                  
|                                                  
|                                                  
|                                                  
|The Chase Manhattan Bank                           |  | 10,000,000             
|                                                  
|                                                  
|                                                  
|                                                  
|Société Générale                                   |  | 10,000,000
£325,000,000
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |  |                        





---



SCHEDULE 2

FORM OF TRANSFER CERTIFICATE

To: Lloyds TSB Bank plc

TRANSFER CERTIFICATE

relating to the agreement (as from time to time amended, varied, novated or
supplemented, the Facility Agreement) dated [                 ] whereby a
£325,000,000 multicurrency revolving credit and Sterling acceptance facility
was made available to MBNA International Bank Limited as borrower by a group of
banks on whose behalf Lloyds TSB Bank plc acted as agent in connection
therewith.



|1. |  | Terms defined in the Facility Agreement shall, subject to any contrary
indication, have the same meanings herein. The terms Bank and Transferee
are defined in the schedule hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The Bank (i) confirms that the details in the schedule hereto under the
heading Banks Commitment or Advance(s) or Bill Utilisations
accurately summarises its Commitment and/or, as the case may be, its
participation in Advances and/or aggregate face amount of Bills accepted
by it and/or as the case may be, the Term and Repayment Date of, one or
more existing Advances and (ii) requests the Transferee to accept and
procure the transfer to the Transferee of the portion specified in the
schedule hereto of, as the case may be, its Commitment and/or its
participation in such Advance(s) by counter-signing and delivering this
Transfer Certificate to the Agent at its address for the service of
notices specified in the Facility Agreement.
|  
|3. |  | The Transferee hereby requests the Agent to accept this Transfer
Certificate as being delivered to the Agent pursuant to and for the
purposes of Clause 33.3 of the Facility Agreement so as to take effect in
accordance with the terms thereof on the Transfer Date or on such later
date as may be determined in accordance with the terms thereof.                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|4. |  | The Transferee confirms that it has received a copy of the Facility
Agreement together with such other information as it has required in
connection with this transaction and that it has not relied and will not
hereafter rely on the Bank to check or enquire on its behalf into the
legality, validity, effectiveness, adequacy, accuracy or completeness of
any such information and further agrees that it has not relied and will
not rely on the Bank to assess or keep under review on its behalf the
financial condition, creditworthiness, condition, affairs, status or
nature of the Obligors.                                                                                                                                                             
|  
|5. |  | The Transferee hereby undertakes with the Bank and each of the other
parties to the Facility Agreement that it will perform in accordance with
their terms all those obligations which by the terms of the Facility
Agreement will be assumed by it after delivery of this Transfer
Certificate to the Agent and satisfaction of the conditions (if any)
subject to which this Transfer Certificate is expressed to take effect.                                                                                                                                                                                                                                                                                                                                        





---





|6. |  | The Bank makes no representation or warranty and assumes no
responsibility with respect to the legality, validity, effectiveness,
adequacy or enforceability of the Facility Agreement or any document
relating thereto and assumes no responsibility for the financial condition
of the Obligors
or for the performance and observance by the Obligors of any of their
respective obligations under the Facility Agreement or any document
relating thereto and any and all such conditions and warranties, whether
express or implied by law or otherwise, are hereby excluded.                                                                                                                                                                     
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|7. |  | The Bank hereby gives notice that nothing herein or in the Facility
Agreement (or any document relating thereto) shall oblige the Bank to (i)
accept a re-transfer from the Transferee of the whole or any part of its
rights, benefits and/or obligations under the Facility Agreement
transferred pursuant hereto or (ii) support any losses directly or
indirectly sustained or incurred by the Transferee for any reason
whatsoever including, without limitation, the non-performance by either
Obligor or any other party to the Facility Agreement (or any document
relating thereto) of its obligations under any such document. The
Transferee hereby acknowledges the absence of any such obligation as is
referred to in (i) or (ii) above.
|  
|8. |  | This Transfer Certificate and the rights and obligations of the parties
hereunder shall be governed by and construed in accordance with English
law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

THE SCHEDULE

|                                          |  |                            
|----------------------------------------- |  | ---------------------------
|1. Bank:                                 
|                                         
|                                         
|                                         
|                                         
|2. Transferee:                           
|                                         
|                                         
|                                         
|                                         
|3. Transfer Date:                        
|                                         
|                                         
|                                         
|                                         
|4. Commitment:
        Banks Commitment: |  | Portion Transferred:       
|                                         
|                                         
|                                         
|                                         
|5. Advance(s):                           
|                                         
|                                         
|                                         
|                                         
|Amount of Banks
        Participation:   |  | Term and Repayment Date:   
|                                         
|                                         
|                                         
|                                         
|6. Bill Utilisations*:                   
|                                         
|                                         
|                                         
|                                         
|[Transferor Bank]
By:
Date:               |  | [Transferee Bank]
By:
Date:

Administrative Details of Transferee

Address:
Contact Name:
Account for Payments
in Sterling:



---

|* |  | If Bills have been accepted, ensure that reimbursement obligations in respect
of Bills are not inadvertently affected or transferred.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------





---



Telex:
Telephone:

Lloyds TSB Bank plc
By:
Date:





---



SCHEDULE 3

CONDITIONS PRECEDENT



|1. |  | In relation to the Borrower:
|-- |  | ----------------------------



| | (hh) |  | A copy, certified a true and up-to-date copy by a duly
authorised officer of the Borrower, of its constitutional documents
(including, for the avoidance of doubt, its certificate of
incorporation);                                                                                                                                                                                                                                                      
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | A copy, certified a true copy by a duly authorised officer of
the Borrower, of extracts of resolutions of the board of directors of
the Borrower approving the terms and conditions, and the execution
and delivery, of this Agreement and authorising a named person or
persons to sign this Agreement and any documents to be delivered by
the Borrower pursuant thereto (or such other evidence of authority as
the Agent shall reasonably require); and
|
| | (jj) |  | A certificate of a duly authorised officer of the Borrower
setting out the names and specimen signatures of the person or
persons authorised to sign, on behalf of the Borrower, this Agreement
and any documents to be delivered by the Borrower pursuant hereto.                                                                                                                                                                                         



|2. |  | An opinion of Allen & Overy, solicitors to the Agent, in substantially
the form distributed to the Banks prior to the execution hereof.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|  
|3. |  | An opinion of internal counsel to the Guarantor, in substantially the
form distributed to the Banks prior to the execution hereof.     
|  
|4. |  | Payment of the fees referred to in Clause 28 (Fees) to the extent then
due.                                                            
|  
|5. |  | The Agents Standard Payment Instructions, duly completed.                                                                           
|  
|6. |  | A duly executed power of attorney substantially in the form set out in
Schedule 7 (Form of Power of Attorney for Bills).               



| |                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Copy of a cancellation letter from the Borrower in respect of the Existing
Facility specifying a cancellation date prior to or on the date on which a
drawing is first made hereunder, certified as having been delivered.



|8. |  | In relation to the Guarantor:
|-- |  | -----------------------------



| | (kk) |  | A copy, certified a true and up-to-date copy by a duly
authorised officer of the Guarantor, of its constitutional documents
(including, for the avoidance of doubt, its articles of association);
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|



---





| | (ll) |  | A copy, certified a true copy by a duly authorised officer of
the Guarantor, of the Charter of the Finance and Loan Committee of
the Guarantor; and                                                                                                                                                                                                
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (mm) |  | A certificate of a duly authorised officer of the Guarantor
confirming the authorisation by the Finance and Loan Committee of the
Guarantor of the execution, delivery and performance of this
Agreement and setting out the names and specimen signatures of the
person or persons authorised to sign, on behalf of the Guarantor,
this Agreement.





---



SCHEDULE 4

Utilisation Request

From: MBNA International Bank Limited
To: Lloyds TSB Bank plc
Dated:

Dear Sirs,



|7. |  | We refer to the agreement (as from time to time amended, varied, novated
or supplemented, the Facility Agreement) dated [ ]
and made between, inter alia, MBNA International Bank Limited as borrower,
Lloyds TSB Bank plc as agent and the financial institutions named therein
as banks. Terms defined in the Facility Agreement shall have the same
meaning in this notice.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|8. |  | We hereby give you notice that, pursuant to the Facility Agreement and
upon the terms and subject to the conditions contained therein, we wish
[an Advance/a Utilisation by way of Bills]* to be made to us as follows:                                                                                                                                                         



| | (iv)  |  | Currency:             
| | ----- |  | ----------------------
|
| | (v)   |  | Utilisation Date:     
|
| | (vi)  |  | [Term/Tenor]*:        
|
| | (vii) |  | [Amount/Face Amount]*:



|[9. |  | If it is not possible, pursuant to Clause 6.2 of the Facility
Agreement, for the Advance to be made in the currency specified, we
would wish the Advance to be denominated in [specify Committed
Currency].]
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

[3./4.] We confirm that, at the date hereof, the representations set out in
Clauses 17.1 and 17.2 of the Facility Agreement are true and no Default has
occurred.

[4./5.] [The proceeds of this drawdown should be credited to [insert account
details].]*

Yours faithfully

.............................
for and on behalf ofMBNA International Bank Limited



---





---



SCHEDULE 5

THE BILLS



|1. |  | Banks Election to Discount Bills
If it is proposed that a Utilisation is by way of Bills and a Bank is to
accept Bills, the Bank shall notify the Agent by no later than 3.00 p.m. on
the business day prior to the Utilisation Date whether or not it wishes to
discount the Bills itself.                                                                                                                                         
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Delivery of Bills
If a Bank is to participate in a Utilisation by way of Bills the Agent
shall, by no later than 11.30 a.m. on the Utilisation Date, deliver to
that Bank Bills having a face amount equal to that Banks share of the
Utilisation.                                                                                                                                                                                  
|  
|3. |  | Acceptance of Bills
Upon receiving any Bills, each Bank shall endorse and accept those Bills
and, unless it has previously given the Agent notice under paragraph 1
above that it intends to discount those Bills itself, either lodge the
Bills at the Agents account with the Central Money Markets Office at the
Bank of England or deliver such Bills in accordance with any other
instructions given in good time by the Agent.
|  
|4. |  | Discounting or Purchase of Bills by the Agent
Subject to any election by a Bank pursuant to paragraph 1 above, the Agent
may either:                                                                                                                                                                                                                                                                                                 



| | (mm) |  | offer any or all of the Bills accepted in relation to a
Utilisation for discount in the London Discount Market (whereupon
such Bills shall be deemed to have been discounted at the Eligible
Bill Rate); or
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (oo) |  | purchase any or all of the Bills as principal for an amount
equal to the amount which it would have received if it had
discounted the Bills at the Eligible Bill Rate.                                     



|5. |  | Agent unable to Discount Bills
If the Agent elects to discount the Bills itself, but is unable to do so
for any reason or if it is unable to arrange for the Bills to be
discounted in the London Discount Market at the Eligible Bill Rate, the
Agent shall promptly notify the Bank that accepted the Bills and by no
later than 2:30 p.m. on the Utilisation Date deliver the Bills to the Bank
(or to its agent or for its account).                
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|6. |  | Discounting of Bills by a Bank
Any Bills which a Bank elects to discount itself pursuant to paragraph 1
above or which have been delivered to a Bank pursuant to paragraph 5 above
shall be deemed to have been discounted by that Bank at the Eligible Bill
Rate (whether or not the Bank has done so) and that Bank shall pay to the
Agent on the relevant Utilisation Date an amount equal to the face amount
of each such Bill lessthe aggregate of:



| | (pp) |  | an amount equal to a discount of such Bill at the Eligible Bill
Rate; and
| | ---- |  | -------------------------------------------------------------------------





---





| | (qq) |  | an amount equal to the applicable Acceptance Commission.
| | ---- |  | --------------------------------------------------------





---



SCHEDULE 6

MANDATORY COST



|7. |  | The Mandatory Cost is an addition to the interest rate to compensate
Banks for the cost of compliance with 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).                                                                                              
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|8. |  | On the first day of each Term (or as soon as possible thereafter) the
Agent shall calculate, as a percentage rate, a rate (the Additional Cost
Rate"), in accordance with the paragraphs set out below. The Mandatory
Cost will be calculated by the Agent as the average of the Reference
Banks Additional Cost Rates and will be expressed as a percentage rate
per annum.
|  
|9. |  | The Additional Cost Rate for any Reference Bank will be calculated by
that Reference Bank as if it was a bank lending from a Facility Office in
the United Kingdom as follows:                                                                                                                                                                                                



| | (a) |  | in relation to a Sterling Advance:
| | --- |  | ----------------------------------

|                      |  |                    
|--------------------- |  | -------------------
|AB + C(B-D) + E x0.01 |  | per cent. per annum
|                     
|                     
|                     
|                     
|100 - (A+C)          



| | (b) |  | in relation to an Advance in any currency other than Sterling:
| | --- |  | --------------------------------------------------------------

|         |  |                     
|-------- |  | --------------------
|E x 0.01 |  | per cent. per annum.
|        
|        
|        
|        
|300     

Where:



| | A |  | is the percentage of Eligible Liabilities (assuming these to be
in excess of any stated minimum) which that Reference Bank is 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 Mandatory Cost) payable for the relevant Term on the Advance.                                                                                                                                              
|
| | C |  | is the percentage (if any) of Eligible Liabilities which that
Reference 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 the rate of charge payable by that Reference Bank to the
Financial Services Authority pursuant to the Fees Regulations (but,
for this purpose, ignoring any minimum fee                                                                                                  





---





| |  |  | required pursuant to the
Fees Regulations) and expressed in pounds per £1,000,000 of the Fee
Base of that Reference Bank.
| |  |  | -------------------------------------------------------------------------------------------------------------------------



|10. |  | For the purposes of this Schedule:
|--- |  | ----------------------------------



| | (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 Regulations means the Banking Supervision (Fees)
Regulations 1999 or such other law or regulation as may be in force
from time to time in respect of the payment of fees for banking
supervision;
|
| | (c) |  | "Fee Base has the meaning given to it, and will be calculated
in accordance with, the Fees Regulations; and                                                                                            
|
| | (d) |  | "Reference Banks has the meaning given to it in paragraph (a)
of the definition of Reference Banks in this Agreement.                                                                                



|11. |  | In application of the above formulae, A, B, C and D will be included in
the formulae as percentages (i.e. 5 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.                                                                                                                                                                                                                                                                        
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|12. |  | Any determination by the Agent pursuant to this Schedule in relation to a
formula, the Mandatory 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 parties hereto.                                                                                                                                                                                                                                                                                                                                      
|   
|13. |  | The Agent may from time to time, after consultation with the Borrower and
the Banks, determine and notify to all parties hereto any amendments which
are required to be made to this Schedule 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 parties hereto.





---



SCHEDULE 7

FORM OF POWER OF ATTORNEY FOR BILLS

To: Lloyds TSB Bank plc

[Date]

Dear SirsPower of Attorney



|14. |  | We refer to the facility agreement (the Agreement) dated 5 June 2000
whereby a £325,000,000 multicurrency revolving credit and Sterling
acceptance facility was made available to MBNA International Bank Limited
by a group of banks on whose behalf you act as agent. Terms defined in the
Agreement shall have the same meaning herein.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|15. |  | The Agreement envisages that the Borrower shall ensure upon delivery of
any Utilisation Request for Bills that the Agent has a sufficient stock of
blank signed Bills to enable it to proceed with such Utilisation.                                                                                                                        
|   
|16. |  | Notwithstanding the foregoing, we hereby appoint you our true and lawful
attorney for and in our name and on our behalf to do or execute all or any
of the acts and things set out below upon receipt of such a Utilisation
Request from us:                                                                                                



| | (c) |  | to draw a Bill or Bills on our behalf; and                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (d) |  | to sign each requested Bill as drawer on our behalf and, if
appropriate, to endorse on our behalf an appropriate number of Bills
for appropriate amounts (in accordance with the terms of the
Agreement) drawn upon you, such endorsement to be at your sole
discretion, a blank endorsement or a special endorsement (as such
expressions are defined in the Bills of Exchange Act 1882) to the
order of the party with whom you have arranged discounting of such
Bill or Bills,



|    |  | PROVIDED ALWAYSthat the aforesaid signature and endorsement shall be
executed in your name as our agent by the signature of two of your
authorised signatories.                                                                                                                                                                                 
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|17. |  | We hereby ratify and confirm and agree to ratify and confirm everything
you shall do or purport to do by virtue of this Power of Attorney
including anything done between the time of revocation of this Power of
Attorney and the time of that revocation becoming known to you. We hereby
agree to notify you promptly of any such revocation.
|   
|18. |  | We hereby authorise and empower you to acknowledge in our name and as our
act and deed this Power of Attorney and to do any and every other act and
thing whatsoever which may be requisite or proper for authenticating and
giving full effect to this Power of Attorney according to the laws of
England.                                     
|   
|19. |  | This Power of Attorney shall be governed by and construed in accordance
with English law.                                                                                                                                                                                                                                                       





---



|                                |  |  |  |   |  |  |  |                            |  |                   
|------------------------------- |  |  |  | - |  |  |  | -------------------------- |  | ------------------
|Signed as a deed by             |  |  |  | )
|                               
|                               
|                               
|                               
|MBNA International Bank Limited |  |  |  | )
|                               
|                               
|                               
|                               
|acting by its Director          |  |  |  | )
|                               
|                               
|                               
|                               
|1.........................      |  |  |  | ) |  |  |  | 2......................... |  | Director          
|                               
|                               
|                               
|                               
|and its Director/Secretary      |  |  |  | ) |  |  |  | .......................... |  | Director/Secretary
|                               
|                               
|                               
|                               
|..........................      |  |  |  | )



---





---



SIGNATURES

The Borrower

MBNA INTERNATIONAL BANK LIMITED

|           |                                 |                      
|---------- | ------------------------------- | ---------------------
|By:        | /s/ Robin Russell   Duncan Akin |                      
|          
|          
|          
|          
|          
|Address:   |                                 | Chester Business Park
|          
|          
|          
|          
|           |                                 | Chester CH4 9FB      
|          
|          
|          
|          
|          
|Telex:     |                                 | 617500 MBNA G        
|          
|          
|          
|          
|Telefax:   |                                 | +44 1244 672044      
|          
|          
|          
|          
|Attention: |                                 | Company Secretary    

The Guarantor

MBNA AMERICA BANK, N.A.

|               |  |                       
|-------------- |  | ----------------------
|By: /s/ Thomas |  | D. Wren               
|              
|              
|              
|              
|              
|Address:       |  | 1100 North King Street
|              
|              
|              
|              
|               |  | Wilmington            
|              
|              
|              
|              
|               |  | Delaware 19884  2721 
|              
|              
|              
|              
|              
|Telefax:       |  | +1 302 456 8545       
|              
|              
|              
|              
|Attention:     |  | Treasurer             

The Lead Arranger

BANK ONE, NA

By: /s/ John E. Barling

The Co-Arrangers

BANK OF AMERICA N.A.

By: /s/ Bill Holmes

LLOYDS TSB BANK PLC





---



By: /s/ W.S. Thomas

THE ROYAL BANK OF SCOTLAND PLC

By: /s/ Marlene Mandal
       By Power of Attorney

WESTDEUTSCHE LANDESBANK GIROZENTRALE

By: /s/ Ian Goldsworthy

The Agent

LLOYDS TSB BANK PLC

By: /s/ W.S. Thomas

|                               |  |                                                                                           
|------------------------------ |  | ------------------------------------------------------------------------------------------
|Address:                       |  | Lloyds TSB Bank plc
Loans Administration Department
Bank House
Wine Street
Bristol BS1 2AN
|                              
|                              
|                              
|                              
|                              
|Telephone:
Telefax:
Attention: |  | 0117 923 3367
0117 923 3366
Loans Administration                                          

The Banks

BANK ONE, NA
By: /s/ John E. Barling

BANK OF AMERICA N.A.
By: /s/ Bill Holmes

THE ROYAL BANK OF SCOTLAND plc
By: /s/ Marlene Mandal
          By Power of Attorney

LLOYDS TSB BANK plc
By: /s/ W. S. Thomas





---



WESTDEUTSCHE LANDESBANK GIROZENTRALE
By: /s/ Ian Goldsworthy

ABN AMRO BANK N.V. LONDON BRANCH
By: /s/ Patrick Ng

LANDESBANK HESSEN  THÜRINGEN GIROZENTRALE
By: /s/ Perham Harding    Andrew Wood

BANKGESELLSCHAFT BERLIN AG
By: /s/ Richard James    Christoph Weaver

KBC BANK N.V., LONDON BRANCH
By: /s/ Marlene Mandal
           By Power of Attorney

BANCA COMMERCIALE ITALIANA SpA, LONDON BRANCH
By: /s/ James Brotherston

COMMERZBANK AG, LONDON BRANCH
By: /s/ Marlene Mandal
           By Power of Attorney