<PAGE>   1
                                    EXHIBIT



                           POUND STERLING 300,000,000


               MULTICURRENCY REVOLVING CREDIT FACILITY AGREEMENT

                                    between

                        MBNA INTERNATIONAL BANK LIMITED
                                  as borrower

                       THE FIRST NATIONAL BANK OF CHICAGO
                                as lead arranger

                     BANK OF AMERICA INTERNATIONAL LIMITED

                                      and

                            DEUTSCHE MORGAN GRENFELL
                                as co-arrangers

                                      and

                       THE FIRST NATIONAL BANK OF CHICAGO
                                    as agent

                                      and

                           THE FINANCIAL INSTITUTIONS
                          referred to herein as Banks

                as amended and restated pursuant to an Amendment
                        Agreement dated 11 October 1996

                                Clifford Chance
                                     London
                                for the Borrower

                                      and

                                 Allen & Overy
                                     London
                                 for the Banks
<PAGE>   2
                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                                                              PAGE NO.

                                                       PART 1

                                                   INTERPRETATION
<S>     <C>                                                                                                         <C>
1.      INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

                                                       PART 2

                                                    THE FACILITY

2.      THE FACILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
3.      PURPOSE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
4.      CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
5.      NATURE OF BANKS' OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

                                                       PART 3

                                            UTILISATION OF THE FACILITY

6.      UTILISATION OF THE FACILITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

                                                       PART 4

                                                      INTEREST

7.      INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
8.      MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

                                                       PART 5

                                  REPAYMENT, CANCELLATION PREPAYMENT AND EXTENSION

9.      REPAYMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
10.     CANCELLATION, PREPAYMENT AND EXTENSION   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

                                                       PART 6

                                              CHANGES IN CIRCUMSTANCES

11.     TAXES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
12.     TAX RECEIPTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
13.     INCREASED COSTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
14.     ILLEGALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
15.     MITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
</TABLE>
<PAGE>   3
<TABLE>
<CAPTION>
                                                       PART 7

                                  REPRESENTATIONS, COVENANTS AND EVENTS OF DEFAULT
<S>     <C>                                                                                                               <C>
16.     REPRESENTATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
17.     FINANCIAL INFORMATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
18.     FINANCIAL CONDITION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
19.     COVENANTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
20.     EVENTS OF DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34

                                                       PART 8

                                           DEFAULT INTEREST AND INDEMNITY

21.     DEFAULT INTEREST AND INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37

                                                       PART 9

                                                      PAYMENTS

22.     CURRENCY OF ACCOUNT AND PAYMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
23.     PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
24.     SET-OFF  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
25.     REDISTRIBUTION OF PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41

                                                      PART 10

                                              FEES, COSTS AND EXPENSES

26.     FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
27.     COSTS AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43

                                                      PART 11

                                                 AGENCY PROVISIONS

28.     THE AGENT, THE ARRANGERS AND THE BANKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45

                                                      PART 12

                                             ASSIGNMENTS AND TRANSFERS

29.     BENEFIT OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
30.     ASSIGNMENTS AND TRANSFERS BY THE BORROWER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
31.     ASSIGNMENTS AND TRANSFERS BY BANKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
32.     DISCLOSURE OF INFORMATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
</TABLE>
<PAGE>   4
<TABLE>
<CAPTION>
                                                      PART 13

                                                   MISCELLANEOUS
<S>     <C>                                                                                                               <C>
33.     CALCULATIONS AND EVIDENCE OF DEBT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
34.     REMEDIES AND WAIVERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
35.     AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
36.     PARTIAL INVALIDITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
37.     NOTICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54

                                                      PART 14

                                                LAW AND JURISDICTION

38.     LAW  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
39.     JURISDICTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
</TABLE>


<TABLE>
<CAPTION>
                                           THE SCHEDULES
<S>                               <C>      <C>
The First Schedule                :        The Banks
The Second Schedule               :        Form of Transfer Certificate
The Third Schedule                :        Condition Precedent Documents
The Fourth Schedule               :        Notice of Drawdown
The Fifth Schedule                :        Associated Costs Rate
The Sixth Schedule                :        Ecu
</TABLE>
<PAGE>   5
THIS AGREEMENT originally dated the twenty-fifth day of October, 1995 and
amended and restated as of the Commencement Date referred to in the Amendment
Agreement dated 11 October 1996 to which this Agreement is an exhibit, is made


BETWEEN





<PAGE>   6
(1)      MBNA INTERNATIONAL BANK LIMITED (the "BORROWER");

(2)      THE FIRST NATIONAL BANK OF CHICAGO (the "LEAD ARRANGER");

(3)      BANK OF AMERICA INTERNATIONAL LIMITED and DEUTSCHE BANK AG LONDON (the
         "CO-ARRANGERS", together with the Lead Arranger, the "ARRANGERS");

(4)      THE FIRST NATIONAL BANK OF CHICAGO (the "AGENT"); and

(5)      THE FINANCIAL INSTITUTIONS named in the First Schedule (the "BANKS").


NOW IT IS HEREBY AGREED  as follows:

                                    PART 1
                                      
                                INTERPRETATION

1.       INTERPRETATION

1.1      In this Agreement:

"ADVANCE" means, save as otherwise provided herein, an advance made or to be
made by the Banks hereunder;

"AMENDMENT AGREEMENT" means the amendment agreement pertaining hereto and
executed on 11 October 1996;

"ASSOCIATED COSTS RATE" means, in relation to any Advance or unpaid sum
denominated in Sterling, the cost (to the extent that any Bank is required to
comply with such requirements in relation to the Facility) imputed to any Bank
of compliance with the mandatory liquid asset requirements of the Bank of
England during the Term of any such Advance or any such unpaid sum, determined
in accordance with the Fifth Schedule;

"AVAILABLE COMMITMENT" means, in relation to a Bank at any time and save as
otherwise provided herein, its Commitment at such time LESS the aggregate of
its portions of the Sterling Amounts of the Advances which are then outstanding
and, in the case of a proposed drawdown of the Facility only, so as to take
into account:

     (i)         any reduction in the Commitment of a Bank which will occur
                 prior to the commencement of, or during, the Term relating to
                 the proposed drawdown;

     (ii)        the Sterling Amounts of any Advances which, pursuant to any
                 other drawdown of the Facility, any Banks are then obliged to
                 make on or before the proposed drawdown date





                                     - 2 -
<PAGE>   7
                 relating to such proposed drawdown; and

   (iii)         the Sterling Amounts of any Advances which are made by any
                 Bank pursuant hereto and which are due to be repaid on or
                 before the proposed drawdown date relating to such drawdown,

Provided that such amount shall not be less than zero;

"AVAILABLE FACILITY" means, at any time, the aggregate amount of the Available
Commitments at such time;

"COMMITTED CURRENCIES" means Belgian Francs, Danish Krone, Dutch Guilders,
French Francs, German Marks, Irish Pounds, Italian Lire, Portuguese Escudos,
Spanish Pesetas, Sterling, United States Dollars and Ecus,

Provided that on and after the Stage 3 Commencement Date any such currency
which is a Stage 3 Participating Currency shall cease to be a Committed
Currency whereupon the Euro shall become a Committed Currency;

"COMMITMENT" means, in relation to a Bank at any time and save as otherwise
provided herein, the amount set opposite its name in the First Schedule;

"CONTINUING BANK" shall have the meaning ascribed to it in Clause 10.5;

"COVERAGE DATE" means:

     (i)         in the event that the Borrower fails to deliver any financial
                 statements required to be delivered pursuant to Clause 17.1(i)
                 or (ii) on or before the date specified for such delivery in
                 such Clause, each day from such specified delivery date to the
                 date on which all such financial statements are actually
                 delivered; and

     (ii)        otherwise, any day if the Loss Ratio in respect of the period
                 of two consecutive financial semi-annual periods ending on the
                 last day of the most recent financial semi-annual period in
                 respect of which financial statements have been delivered
                 pursuant to Clause 17.1(i) or (ii) equals or exceeds five per
                 cent. (5%);

"COVERAGE RATIO" means, on any date, the ratio of (i) the amount of Eligible
Receivables as of the close of business on a business day not more than five
business days prior to such date (adjusted for any subsequent Securitisations
within the last five business days), as such date is selected by the Borrower
to (ii) the aggregate principal Sterling Amount of all Advances outstanding on
such date, after giving effect to any Advances due to be made;

"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;





                                     - 3 -
<PAGE>   8
"EFFECTIVE DATE" shall have the meaning ascribed to it in Clause 10.5;

"ELIGIBLE RECEIVABLES" means, on any date, the aggregate of:

     (i)         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

     (ii)        any Transferor's Retained Interests on such date,

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;

"EVENT OF DEFAULT" means any of those events specified in Clause 20.1;

"FACILITY" means the multicurrency revolving credit facility granted to the
Borrower in this Agreement;

"FACILITY OFFICE" means, in relation to the Agent or any Bank, the office
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) or such
other office as it may from time to time select and notify to the Borrower;

"FINAL MATURITY DATE" means 25 October 2000 (or if such day is not a business
day, the immediately succeeding business day), as the same may be extended
pursuant to Clause 10.5 hereof;

"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;

"GROUP" means, at any time, the Borrower and its subsidiaries;

"INSTRUCTING GROUP" means,

(i)      whilst no Advances are outstanding 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 more than sixty-six and two thirds per cent. of the
         Total Commitments; and

(ii)     whilst at least one Advance is outstanding hereunder, a Bank or group
         of Banks to whom in





                                     - 4 -
<PAGE>   9
         aggregate more than sixty-six and two thirds per cent. of the Sterling
         Amount of the Loan is owed;

"LETTER OF COMFORT" means the letter from the Parent addressed to the Agent
(for and on behalf of the Banks) and dated 25 October 1995;

"LETTER OF SUPPORT" means the letter dated 30 June, 1993 from the Parent to the
Bank of England in respect of the liabilities of the Borrower;

"LIBOR" means:

A.       in relation to any Advance or unpaid sum denominated in a currency
         (other than Belgian Francs, Danish Krone or Irish Pounds) the rate per
         annum determined by the Agent to be equal to the arithmetic mean
         (rounded upwards to the nearest four decimal places) of:

     (i)         the offered quotations which appear on the appropriate page
                 (being the relevant page set out below or as the same may be
                 replaced from time to time) 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 at or about 11.00 a.m. on the Quotation Date for such
                 specified period

<TABLE>
<CAPTION>
         CURRENCY                                     REUTERS PAGE
         <S>                                          <C>
         Dutch Guilder                                FRBG
         French Franc                                 FRBF
         German Mark                                  FRBD
         Italian Lire                                 FRBG
         Portuguese Escudo                            FRBH
         Spanish Peseta                               FRBG
         Sterling                                     FRBD
         United States Dollar                         FRBD
         ECU                                          FRBE; or
</TABLE>

     (ii)        if the Reuter Monitor Money Rates Service shall cease to be
                 available, the offered quotation which appears on the
                 appropriate page (being the relevant page set out below or as
                 the same may be replaced from time to time) of the Telerate
                 screen which displays British Bankers Association Interest
                 Settlement Rates for deposits in the currency of the relevant
                 amount for the specified period at or about 11.00 a.m. on the
                 Quotation Date for such specified period

<TABLE>
<CAPTION>
         CURRENCY                                     TELERATE PAGE
         <S>                                          <C>
         Dutch Guilder                                3740
         French Franc                                 3740
         German Mark                                  3750
</TABLE>





                                     - 5 -
<PAGE>   10
<TABLE>
         <S>                                          <C>
         Italian Lire                                 3740
         Portuguese Escudo                            3770
         Spanish Peseta                               3740
         Sterling                                     3750
         United States Dollars                        3750
         ECU                                          N/A; or
</TABLE>

   (iii)         if the Reuter Monitor Money Rates Service shall cease to be
                 available and no quotation appears on the appropriate page of
                 the Telerate screen for the relevant currency for the
                 specified period or if no such display rate is then available
                 for the relevant currency for such specified period, 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 at or about 11.00 a.m. on the Quotation Date
                 for such specified period;

B.       in relation to any Advance or unpaid sum denominated in Danish Krone
         or Irish Pounds, the rate per annum determined by the Agent to be
         equal to the arithmetic mean (rounded upwards to the nearest four
         decimal places) of 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 Danish Krone or Irish Pounds for such
         specified period at or about 11.00 a.m. on the Quotation Date for such
         specified period; and

C.       in relation to any Advance or unpaid sum denominated in Belgian
         Francs, the rate per annum determined by the Agent to be equal to the
         arithmetic mean (rounded upwards to the nearest four decimal places)
         of the offered quotations which appear on Page BE Fixing 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 at or about 11.00 a.m. on the Quotation Date for such
         period Provided that if no such display rate is then available for
         Belgian Francs for such specified period, the rate per annum
         determined by the Agent to be equal to the arithmetic mean (rounded
         upwards to the nearest four decimal places) of the rates (as notified
         to the Agent) at which each of the Reference Banks was offering to
         banks in the London Interbank Market deposits in Belgian Francs for
         such specified period at or about 11.00 a.m. on the Quotation Date for
         such specified period,

and, for the purposes of paragraphs A, B and C 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;

"LIQUIDITY FACILITY" means the advances facility provided by the Parent to the
Borrower in a minimum amount of pound sterling 150,000,000 or any replacement
facility thereof;

"LOAN" means the aggregate principal amount for the time being outstanding
hereunder;





                                     - 6 -
<PAGE>   11

"LOSS RATIO" means, in respect of any period of two consecutive financial
semi-annual periods of the Borrower, the ratio of (i) the aggregate credit
losses net of recoveries and purification of interest and fees with respect to
Managed Credit Card Receivables during such period to (ii) the average
aggregate amount of Managed Credit Card Receivables;

"MANAGED CREDIT CARD RECEIVABLES" shall have the meaning ascribed to it in
Clause 18.2(ii);

"MARGIN" means 0.2% (one fifth of one per cent.) per annum;





                                     - 7 -
<PAGE>   12
"MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the business,
assets, operations or financial condition of the Borrower or the Group as a
whole, (ii) the ability of the Borrower to perform its obligations hereunder or
(iii) the rights or remedies of the Banks hereunder;

"MATERIAL SUBSIDIARY" means, at any time, a subsidiary of the Borrower:

     (a)         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

     (b)         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

     (c)         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

     (d)         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





                                     - 8 -
<PAGE>   13
                 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;

"NOTICE OF DRAWDOWN" means a notice substantially in the form set out in the
Fourth Schedule;

"OPTIONAL CURRENCY" means any currency (other than Sterling and 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
1995;

"ORIGINAL STERLING AMOUNT" means, in relation to an Advance, the amount thereof
requested in the Notice of Drawdown relating thereto (as the same may be
reduced pursuant to Clause 6.5) or, if such Advance 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 Notice of Drawdown;

"PARENT" means MBNA America Bank, N.A.;

"PROPORTION" means, in relation to a Bank:

     (i)         whilst no Advances are outstanding hereunder, the proportion
                 borne by its Commitment to the Total Commitments (or, if the
                 Total Commitments are then zero, by its





                                     - 9 -
<PAGE>   14
                 Commitment to the Total Commitments immediately prior to their
                 reduction to zero); or

     (ii)        whilst at least one Advance is outstanding hereunder, the
                 proportion borne by its share of the Sterling Amount of the
                 Loan to the Sterling Amount of the Loan;

"QUALIFYING BANK" means any person who is a bank for the purposes of Section
349 of the Income and Corporation Taxes Act 1988 (a "SECTION 349 BANK") 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:

         (i)     in respect of Belgian Francs, the principal London offices of
                 Kredietbank N.V., Deutsche Bank AG, Banque Bruxelles Lambert,
                 Generale Bank and Morgan Guaranty Trust Company of New York;

         (ii)    in respect of Danish Krone, the principal London offices of
                 Den Danske Bank Aktieselskab, Deutsche Bank AG, The First
                 National Bank of Chicago, Jyske Bank and Unibank;

         (iii)   in respect of Irish Pounds, the principal London offices of
                 Allied Irish Bank plc, Bank of Ireland, Barclays Bank PLC,
                 Deutsche Bank AG and The First National Bank of Chicago; and

         (iv)    in respect of all other currencies, the principal London
                 offices of Bank of America National Trust and Savings
                 Association, Barclays Bank PLC, Deutsche Bank AG London, The
                 First National Bank of Chicago and Lloyds Bank Plc;

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





                                     - 10 -
<PAGE>   15
issuance of instruments or securities that are paid principally from the
cashflow derived from such assets or interests in assets;

"SELECTED CURRENCY" is defined in Clause 22.2;

"STAGE 3 COMMENCEMENT DATE" means the date set by the European Council for the
commencement of Stage 3 of the European Monetary Union as referred to in The
Treaty on European Union of 7 February 1992;

"STAGE 3 PARTICIPATING CURRENCY" means those currencies of the member states of
the European Community which participate in Stage 3 of the European Monetary
Union as referred to in The Treaty on European Union of 7 February 1992 and
shall include the Ecu;

"STERLING AMOUNT" means:

         (a)     in relation to any Advance, its Original Sterling Amount as
                 reduced by the proportion (if any) of such Advance which has
                 been repaid; and

         (b)     in relation to the Loan, the aggregate of the Sterling Amounts
                 of the outstanding Advances;

"TERM" means, save as otherwise provided herein, in relation to any Advance,
the period for which such Advance is borrowed as specified in the Notice of
Drawdown relating thereto which, in the case of an Advance to be denominated in
a Stage 3 Participating Currency which is to be made prior to the Stage 3
Commencement Date, shall not extend beyond the Stage 3 Commencement Date;

"TOTAL COMMITMENTS" means, at any time, the aggregate of the Banks'
Commitments;

"TRANSFER CERTIFICATE" means a certificate substantially in the form set out in
the Second Schedule signed by a Bank, a Transferee and the Agent whereby:

     (i)         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
                 31; and

     (ii)        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 31.3;

"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





                                     - 11 -
<PAGE>   16
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; and


"TREATY" means the European Community Treaty being the treaty establishing the
European Community dated 1957, as amended by subsequent treaties, in particular
as amended by the Treaty on European Union and as may, from time to time, be
further amended or supplemented.

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:

(a)      an Optional Currency or a Committed Currency (other than Ecu or Euro),
         banks generally are open for business in the principal financial
         centre of the country of such Optional Currency or Committed Currency;

(b)      Ecu, (1) the Ecu Clearing and Settlement System operated by the Ecu
         Banking Association (or, if such clearing system ceases to be
         operative, such other clearing system (if any) reasonably determined
         by the Agent to be a successor hereto) is open for business and (2)
         banks generally are open for business in the financial centre then
         relevant for the purposes of paragraph (ii) of Clause 23.1; and

(c)      Euro, (1) the clearing and settlement system generally used for the
         purposes of clearing and settlement of Euro for transactions of the
         type contemplated herein as reasonably determined by the Agent is open
         for business and (2) banks are generally open for business in the
         financial centre then relevant for the purposes of paragraph (ii) of
         Clause 23.1;

a "CURRENCY" includes the Ecu and, for the avoidance of doubt, on and after the
Stage 3 Commencement Date, the Euro;

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;





                                     - 12 -
<PAGE>   17
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:

               (i)        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);

              (ii)        any other indebtedness for money borrowed by such
                          person which is evidenced by a note, bond, debenture
                          or similar instrument;

             (iii)        all obligations of such person in respect of
                          acceptances issued or created for the account of such
                          person;

              (iv)        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

               (v)        contingent obligations of such person in respect of
                          indebtedness of others of a type specified in any of
                          (i) to (iv) above (other than any undrawn lines of
                          credit or undrawn credit commitments to any persons),

provided that indebtedness for borrowed money shall not include with respect to
any such person which is a bank:

               (a)        indebtedness for borrowed money in respect of retail
                          deposits held by such person;

               (b)        indebtedness for borrowed money in respect of
                          agreements in the ordinary course of business to
                          purchase or repurchase securities or loans; and

               (c)        contingent liabilities incurred in the ordinary
                          course of banking business (including banker's
                          acceptances, trade acceptances, letters of credit and
                          finance acceptances),





                                     - 13 -
<PAGE>   18
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;

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 "PART" shall, subject to any contrary indication, be construed as a reference
to a part hereof;

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:

     (i)           which is controlled, directly or indirectly, by the
                   first-mentioned company or corporation;

    (ii)           more than half the issued share capital of which is
                   beneficially owned, directly or indirectly, by the
                   first-mentioned company or corporation; or

   (iii)           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);

"VALUE" in relation to the definitions of "Ecu" and/or "ECU" shall have the
same meaning as in articles 109 g and 109 l(4) of the Treaty;





                                     - 14 -
<PAGE>   19
"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      "POUND STERLING" and "STERLING" denote the lawful currency of the
United Kingdom, "BELGIAN FRANC" denotes the lawful currency of Belgium, "DANISH
KRONE" denotes the lawful currency of the Kingdom of Denmark, "DUTCH GUILDER"
denotes the lawful currency of the Kingdom of the Netherlands, "ECU" denotes a
unit of account identical in value to the ECU (or European Currency Unit) and
"ECU" denotes the unit of account for the time being used in the European
Community and described in the Sixth Schedule (ECU), "EURO" denotes on and
after the Stage 3 Commencement Date, the unit of account from time to time of
the European Communities, "FRENCH FRANC" denotes the lawful currency of the
Republic of France, "GERMAN MARK" denotes the lawful currency of the Federal
Republic of Germany, "IRISH POUND" denotes the lawful currency of the Republic
of Ireland, "ITALIAN LIRE" denotes the lawful currency of the Republic of
Italy, "PORTUGUESE ESCUDO" denotes the lawful currency of the Republic of
Portugal, "SPANISH PESETA" denotes the lawful currency of the Kingdom of Spain
and "UNITED STATES DOLLAR" denotes the lawful currency of the United States of
America.

1.4      Save where the contrary is indicated, any reference in this Agreement
to:

                (i)       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;

               (ii)       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

              (iii)       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.





                                     - 15 -
<PAGE>   20
                                    PART 2

                                 THE FACILITY

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
pound sterling 300,000,000 or its equivalent from time to time in Committed
Currencies and/or Optional Currencies.

3.       PURPOSE

3.1      The Facility is intended for general corporate purposes.

3.2      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 Notice
of Drawdown hereunder unless the Agent has confirmed to the Borrower and the
Banks that it has received all of the documents listed in the Third Schedule
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 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.





                                     - 16 -
<PAGE>   21
                                    PART 3

                         UTILISATION OF THE FACILITY

6.       UTILISATION OF THE FACILITY

6.1      Save as otherwise provided herein, an Advance will be made by the
Banks to the Borrower if:

                (i)       not more than ten business days nor later than 10.00
                          a.m. on the first business day (in the case of 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 date for
                          the making of such Advance, the Agent has received
                          from the Borrower a Notice of Drawdown therefor,
                          receipt of which shall oblige the Borrower to borrow
                          the amount therein requested on the date therein
                          stated upon the terms and subject to the conditions
                          contained herein;

               (ii)       the proposed date for the making of such Advance is a
                          business day falling one month or more before the
                          Final Maturity Date;

              (iii)       the relevant Notice of Drawdown 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;

               (iv)       upon the making of such Advance there will be no more
                          than fifteen Advances then outstanding hereunder and
                          the Loan will not be denominated in more than five
                          Optional Currencies;

                (v)       the proposed amount of such Advance is (a) a minimum
                          amount of pound sterling 5,000,000 and an integral
                          multiple of pound sterling 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);

               (vi)       the proposed Term of such Advance is a period of:

                          (a)     one, two, three, six or nine months,

                          (b)     (in the case of a Term relating to an Advance
                                  denominated in a Stage 3 Participating
                                  Currency which would otherwise extend beyond
                                  the Stage 3 Commencement Date) such duration
                                  that it shall end on such date, or





                                     - 17 -
<PAGE>   22
                          (c)     such other period as may be agreed between
                                  the Borrower and the Agent (acting on the
                                  instructions of the Banks), which in the case
                                  of (a) and (b) above ends initially on a day
                                  which is or precedes the Existing Maturity
                                  Date and thereafter on a day which is or
                                  precedes the Requested Maturity Date (as both
                                  these terms are defined in Clause 10.5);

              (vii)       either:

                          (a)     no Default is outstanding or would result from
                                  the making of the Advance; and

                          (b)     the representations set out in Clauses 16.1
                                  and 16.2 are true on and as of the proposed
                                  date for the making of such Advance,

                          or the Banks agree (notwithstanding any matter
                          mentioned at (b) above or that an Event of Default is
                          outstanding or would result from the making of the
                          Advance) to the making of such Advance.

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

     (i)           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

     (ii)          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 Notice of Drawdown 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
Notice of Drawdown.

6.3      If the date on which a Notice of Drawdown is delivered pursuant to
Clause 6.1 is a Coverage Date, the Coverage Ratio on such date shall equal or
exceed one hundred and fifteen per cent. (115%) and the Borrower shall deliver
to the Agent together with such Notice of Drawdown a certificate, dated the
same date as the Notice of Drawdown, setting out, in reasonable detail, a
computation of such Coverage Ratio.

6.4      Each Bank will participate through its Facility Office in each Advance
made pursuant to Clause 6.1 in the proportion borne by its Available Commitment
to the Available Facility immediately prior to the making of that Advance.

6.5      If a Bank's Commitment is reduced in accordance with the terms hereof
(other than pursuant to





                                     - 18 -
<PAGE>   23
Clause 31) after the Agent has received the Notice of Drawdown for an Advance,
then both the Original Sterling Amount and the actual amount of that Advance
shall be reduced accordingly.





                                     - 19 -
<PAGE>   24
                                    PART 4

                                   INTEREST

7.       INTEREST

7.1      Subject to Clause 7.3 hereof, on the Repayment Date relating to each
Advance the Borrower shall pay accrued interest on that Advance.

7.2      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
Associated Costs Rate (in the case of Advances denominated in Sterling) in
respect thereof at such time (if applicable) and LIBOR on the Quotation Date
therefor.

7.3      If an Advance is made for a Term exceeding six months, the Borrower
shall pay interest accrued on that Advance on the date which is six months
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.

8.       MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

8.1      If, in relation to any Advance:

         (i)       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 the Telerate Screen Service
                   quotation was available and none or only one of the
                   Reference Banks was offering to prime banks in the London
                   Interbank Market (or in respect of Belgian Francs, the
                   Brussels Interbank Market) deposits in the currency in which
                   such Advance is to be denominated for the proposed Term of
                   such Advance; or

         (ii)      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 (or in respect
                   of Belgian Francs, the Brussels Interbank Market) does not
                   accurately reflect the cost to it of obtaining such
                   deposits,

then, notwithstanding the provisions of Clause 7:

         (a)       the Agent shall notify the other parties hereto of such
                   event;

         (b)       the Borrower shall promptly notify the Agent whether or not
                   it would like such Advance to be made;





                                     - 20 -
<PAGE>   25
         (c)       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 that such negotiations shall
                   not continue for a period exceeding thirty days from the
                   date when the Agent gave the notification in (a) above; and

         (d)       the duration of the Term of any Advance which proceeds on
                   the basis of a rate agreed pursuant to (c) 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 that the Agent may not
agree any such substitute basis without the prior consent of each Bank.

8.2      If no substitute basis is agreed pursuant to Clause 8.1 in respect of
an Advance affected by Clause 8.1 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
Associated Costs Rate 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.





                                     - 21 -
<PAGE>   26
                                    PART 5

               REPAYMENT, CANCELLATION PREPAYMENT AND EXTENSION

9.       REPAYMENT

9.1      The Borrower shall repay each Advance made to it in full on the
Repayment Date relating thereto.

9.2      The Borrower shall not repay all or any part of any Advance
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.

10.      CANCELLATION, PREPAYMENT AND EXTENSION

10.1     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 pound sterling 5,000,000 and an integral multiple of pound sterling
5,000,000) of the Available Facility.  Any such cancellation shall reduce the
Commitment of each Bank rateably.

10.2     Any notice of cancellation given by the Borrower pursuant to Clause
10.1 shall be irrevocable and shall specify the date upon which such
cancellation is to be made and the amount of such cancellation.

10.3     If the Borrower becomes obliged to pay any tax or other amount for the
account of any Bank under Clause 11.1 or if any Bank claims indemnification
from the Borrower under Clause 11.2 or Clause 13.1, 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:

                (i)       cancel such Bank's Commitment whereupon such Bank
                          shall cease to be obliged or entitled to participate
                          in further Advances and its Commitment shall be
                          reduced to zero; or

               (ii)       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 31.3 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.

10.4     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 pound
sterling 5,000,000 and an integral multiple of pound sterling 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





                                     - 22 -
<PAGE>   27
of Clause 21.4 and shall satisfy the Borrower's obligations under Clause 9.1
pro tanto.

10.5     (i)       The Borrower may request, in a notice given as herein
provided to the Agent during the sixty day period commencing on the date that
is two years prior to the initial Final Maturity Date (the "EXISTING MATURITY
DATE"), that the Final Maturity Date be extended, which notice shall specify a
date (which shall be not fewer than sixty and not more than ninety days after
the date of such notice) as of which the requested extension is to be effective
(the "EFFECTIVE DATE"), and the new Final Maturity Date (which shall be two
years after the Existing Maturity Date) to be in effect following such
extension (the "REQUESTED MATURITY DATE").  Each Bank, acting in its sole
discretion, shall, not later than a date which is thirty days prior to the
Effective Date, notify the Borrower and the Agent of its election to extend or
not to extend the Existing Maturity Date with respect to its Commitment.  Any
Bank which shall not, during such period, notify the Borrower and the Agent of
its election to extend the Existing Maturity Date shall be deemed to have
elected not to extend the Existing Maturity Date with respect to its Commitment
(any Bank which shall, during such period, notify the Borrower and the Agent of
an election not to extend its Commitment and any Bank so deemed to have elected
not to extend its Commitment being referred to as a "TERMINATING BANK").  The
election of any Bank to agree to such extension shall not obligate any other
Bank to agree.

         (ii)      If Banks holding Commitments that aggregate to at least
sixty-six and two thirds per cent. of the aggregate amount of the Commitments
on the Effective Date (including Commitments of all Terminating Banks on such
date) shall have agreed to extend the Existing Maturity Date, then, effective
as of the Effective Date, (a) the Commitments of the Banks other than
Terminating Banks (the "CONTINUING BANKS") shall, subject to the other
provisions of this Agreement, be extended to the Requested Maturity Date
specified in the notice from the Borrower, and also to such Banks the term
"Final Maturity Date", as used herein, shall from the Effective Date mean such
Requested Maturity Date, provided that if such date is not a business day, then
such Requested Maturity Date shall be the next preceding business day and (b)
the Commitments of the Terminating Banks shall continue until the Existing
Maturity Date, and shall then terminate, and as to the Terminating Banks, the
term "Final Maturity Date", as used herein, shall continue to mean such
Existing Maturity Date; Provided that notwithstanding the foregoing, the
extension of the Existing Maturity Date shall not be effective with respect to
any Bank unless:

                   (A)    no Default shall have occurred and be continuing on
                   each of the date of the notice requesting such extension or
                   on the Effective Date; and

                   (B)    each of the representations and warranties set forth
                   in Clauses 16 shall be true and correct in all material
                   respects on and as of each of the date of the notice
                   requesting such extension and the Effective Date with the
                   same effect as though made on and as of each date, except to
                   the extent such representations and warranties expressly
                   relate to an earlier date.

10.6     In the event that the Final Maturity Date shall have been extended for
the Continuing Banks in accordance with Clause 10.5 and, in connection with
such extension, there are Terminating Banks, the Borrower may, at its own
expense, require any Terminating Bank to transfer in whole or in part, without
recourse (in accordance with Clause 31) all or part of its interests, rights
and obligations under this





                                     - 23 -
<PAGE>   28
Agreement to a Transferee (which Transferee may be another Bank, if another
Bank accepts such transfer) that shall assume such transferred obligations and
that shall agree that its Commitment will expire on the Final Maturity Date in
effect for Continuing Banks pursuant to Clause 10.5; Provided that (i) the
Borrower shall have received written consent of the Agent in the case of a
Transferee that is not a Bank, which consent shall not be unreasonably
withheld, and (ii) the assigning Bank shall have received from such Transferee
full payment in immediately available funds of the principal of and interest
accrued to the date of such payment on its participations in Advances made by
it hereunder to the extent that such participations are subject to such
transfer and all other amounts owed to it hereunder.  Any such Transferee's
initial Final Maturity Date shall be the Final Maturity Date in effect at the
time of such transfer for the Continuing Banks.  The Borrower shall not have
any right to require a Bank to assign any part of its interests, rights and
obligations under this Agreement pursuant to this Clause 10.6 unless it has
notified such Bank of its intention to require the transfer thereof at least
ten days prior to the proposed transfer date.





                                     - 24 -
<PAGE>   29
                                    PART 6

                           CHANGES IN CIRCUMSTANCES

11.      TAXES

11.1     All payments to be made by the Borrower to any person hereunder shall
be made free and clear of and without deduction or withholding for or on
account of tax unless the Borrower is required to make such a payment subject
to the deduction or withholding of tax, in which case the sum payable by the
Borrower 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.

11.2     Without prejudice to the provisions of Clause 11.1, 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 11) 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.

11.3     A Bank intending to make a claim pursuant to Clause 11.2, 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
11.2 (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 that nothing 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 11.3, then no compensation shall
be payable under Clause 11.2 in respect of any period prior to such Bank's
delivery of the certificate as aforesaid.

11.4     The Borrower shall not 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 from the Borrower 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 Borrower
that it is a Qualifying Bank, and shall notify the Borrower if at any time it
is not, or will cease to be, a





                                     - 25 -
<PAGE>   30
Qualifying Bank as soon as reasonably practicable upon becoming aware of such
event.

11.5     If the Borrower makes a payment under this Clause 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 the Borrower such
amount as such Bank shall have determined is attributable to such deduction or
withholding.  Any payment by a Bank under this Clause 11.5 shall be prima facie
evidence of the amount due to the Borrower hereunder and shall be accepted by
the Borrower 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.      TAX RECEIPTS

12.1     If, at any time, the Borrower becomes aware that it is required by law
to make any deduction or withholding from any sum payable by it hereunder (or
if thereafter the Borrower becomes aware of any change in the rates at which or
the manner in which such deductions or withholdings are calculated), the
Borrower shall promptly notify the Agent.

12.2     If the Borrower 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.

13.      INCREASED COSTS

13.1     If, by reason of:

         (i)       any change in law or in its interpretation or
                   administration; and/or

         (ii)      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 reflected in the
                   Associated Costs Rate) 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





                                     - 26 -
<PAGE>   31
                   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

         (iii)     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-paragraphs (a) and/or (b) below,

then where:

         (a)       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;

         (b)       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;

         (c)       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; or

         (d)       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 any sum
                   received or receivable by it 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 hereunder) or (4) (to
the extent that the Bank is not compensated therefor pursuant to the provisions
of Clause 11 or would have been so compensated but for Clause 11.4) such
liability Provided always that in the event that the Borrower is notified
pursuant to Clause 13.2 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 13 in respect of any period before the Borrower was
notified as aforesaid.





                                     - 27 -
<PAGE>   32
13.2     A Bank intending to make a claim pursuant to Clause 13.1 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 that nothing
herein shall require such Bank to disclose any confidential information
relating to the organisation of its affairs.

13.3     Notwithstanding the foregoing provisions of Clause 13, no Bank shall
be entitled to make a claim under this Clause 13 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.

14.      ILLEGALITY

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, then
that Bank shall, promptly after becoming aware of the same, deliver to the
Borrower through the Agent a certificate to that effect and:

                (i)       such Bank shall not thereafter be obliged to make
                          Advances hereunder and the amount of its Commitment
                          shall be immediately reduced to zero; and

               (ii)       if the Agent on behalf of such Bank so requires, the
                          Borrower shall on such date as the Agent shall have
                          specified (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.

15.      MITIGATION

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

                (i)       the reduction of its Commitment to zero pursuant to
                          Clause 14(i);

               (ii)       an increase in the amount of any payment to be made
                          to it for its account pursuant to Clause 11.1; or

              (iii)       a claim for indemnification pursuant to Clause 11.2
                          or Clause 13.1,

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 (i), (ii) or (iii) 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





                                     - 28 -
<PAGE>   33
hereunder to another financial institution acceptable to the Borrower and
willing to participate in the Facility  Provided that such 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.

15.2     If the Borrower determines in good faith that a reasonable basis
exists for contesting a tax in respect of which the Borrower has had to pay
additional amounts pursuant to Clauses 11.1 or 11.2 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 the
Borrower, such Bank to the extent that it can do so without prejudice to its
own position shall, following a request by the Borrower (and at the Borrower's
expense for all reasonable expenses incurred by such Bank with prior
consultation with the Borrower) co-operate with the Borrower to use its
reasonable endeavours to contest such tax or claim such refund.  The provisions
of this Clause 15.2 shall continue to extend to a transferor Bank after its
rights, benefits and/or obligations hereunder have been transferred pursuant to
Clause 10.3(ii).  Notwithstanding the foregoing provisions of this Clause 15.2,
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.





                                     - 29 -
<PAGE>   34
                                    PART 7

               REPRESENTATIONS, COVENANTS AND EVENTS OF DEFAULT

16.      REPRESENTATIONS

16.1     The Borrower represents that:

                (i)       it is a limited liability company duly incorporated
                          and validly existing under the laws of England and is
                          a Qualifying Bank;

               (ii)       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;

              (iii)       subject to the qualifications as to matters of law
                          only as provided in the opinion of Allen & Overy
                          referred to in the Third Schedule this Agreement
                          constitutes its legal and valid obligations binding
                          and enforceable in accordance with its terms;

               (iv)       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;

                (v)       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 Provided that such payment is made to a
                          Qualifying Bank;

               (vi)       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 passu with 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

              (vii)       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.

16.2     The Borrower further represents that:

                (i)       it has not taken any corporate action nor (to the
                          best of the Borrower's





                                     - 30 -
<PAGE>   35
                          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;

               (ii)       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;

              (iii)       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;

               (iv)       save as permitted by Clause 19.2(i), no encumbrance
                          exists over all or any Eligible Receivables;

                (v)       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;

               (vi)       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;

              (vii)       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;





                                     - 31 -
<PAGE>   36
             (viii)       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;

               (ix)       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

                (x)       it is a subsidiary of the Parent and at least
                          seventy-five per cent. (75%) of its issued equity
                          share capital is owned by the Parent.

16.3     The Borrower further represents that:

                (i)       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; and

               (ii)       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.      FINANCIAL INFORMATION

17.1     The Borrower shall:

                (i)       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;

               (ii)       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;

              (iii)       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 Parent
                          promptly after the same become available except to
                          the extent such reports are private and not publicly
                          available;





                                     - 32 -
<PAGE>   37
               (iv)       provide the Agent, at the same time as it delivers
                          its financial statements pursuant to (i) above:

                          (a)     an up-to-date list of the Material
                                  Subsidiaries; and

                          (b)     a certificate showing in reasonable detail a
                                  calculation of the Loss Ratio and the Managed
                                  Credit Card Receivables for the relevant
                                  periods; and

                (v)       from time to time on the request of the Agent,
                          furnish the Agent with such information about the
                          business and financial condition of 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.

17.2     The Borrower shall ensure that:

                (i)       each set of financial statements delivered by it
                          pursuant to paragraphs (i) and (ii) of Clause 17.1 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

               (ii)       each set of financial statements delivered by it
                          pursuant to paragraph (i) of Clause 17.1 has been
                          audited by an internationally recognised firm of
                          independent accountants.

17.3     The Borrower shall ensure that each set of financial statements
submitted to the Agent by it pursuant to Clause paragraphs (i) and (ii) of
Clause 17.1 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:

               (i)        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

              (ii)        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,





                                     - 33 -
<PAGE>   38
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.

17.4     The obligations of the Borrower under this Clause 17 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.

18.      FINANCIAL CONDITION

18.1     The Borrower shall ensure that:

                (i)       its minimum risk asset ratio is equal to or exceeds
                          eight per cent., such ratio to be calculated
                          according to the instructions in Form RAR 1 as issued
                          by the Bank of England from time to time;

               (ii)       Consolidated Tangible Net Worth shall, on any date,
                          not be less than the sum of (i) pound sterling
                          50,000,000 plus (ii) forty per cent. (40%) of the
                          Borrower's consolidated net income, if positive, for
                          each financial year that ends on or after 31
                          December, 1995, plus (iii) if such date is not the
                          last day of a financial year, forty per cent. (40%)
                          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

              (iii)       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.

18.2     In this Clause 18:

                (i)       "CONSOLIDATED TANGIBLE NET WORTH" means, on any date,
                          the amount paid up or credited as paid up on the
                          issued share capital of the Borrower PLUS the
                          consolidated share premium account of the Borrower,
                          PLUS the consolidated reserves of the Group PLUS the
                          consolidated retained earnings of the Group (or LESS
                          the 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) PLUS any liabilities of any member of
                          the Group which qualify as either a Hybrid Capital
                          Instrument or as Term Subordinated Debt which fall





                                     - 34 -
<PAGE>   39
                          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;
                                  and

               (ii)       "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,

         and, in the case of Clauses 18.2(i)(a), (d) and (e), as determined
         from the audited consolidated financial statements of the Group for
         the relevant period as adjusted pursuant to the provisions of Clause
         17.3.

18.3     All expressions used in the definitions of this Clause 18 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).

18.4     The obligations of the Borrower under this Clause 18 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.





                                     - 35 -
<PAGE>   40
19.      COVENANTS

19.1     The Borrower shall:

                (i)       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;

               (ii)       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;

              (iii)       after the delivery of any Notice of Drawdown and
                          before the proposed making of the Advance 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 16.1 and 16.2 being untrue at or before the
                          time of the proposed making of such Advance;

               (iv)       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;

                (v)       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;

               (vi)       ensure it is at all times an authorised institution
                          under the Banking Act 1987; and

              (vii)       promptly advise the Agent if the Liquidity Facility
                          ceases to be maintained by the Parent for any reason.





                                     - 36 -
<PAGE>   41
19.2     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:

                (i)       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 and consistently applied;
                                  or





                                     - 37 -
<PAGE>   42
                          (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 consistently applied, provided that
                                  after giving effect to such Securitisation
                                  the Coverage Ratio (calculated after taking
                                  into account such Securitisation) equals or
                                  exceeds one hundred and fifteen per cent.;
                                  and

               (ii)       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
                          that the foregoing  shall not preclude the sale of
                          investment securities for then current market value)
                          other than Securitisations or repurchase agreements.

19.3     The obligations of the Borrower 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.      EVENTS OF DEFAULT

20.1     If:

                (i)       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

               (ii)       the Borrower fails to pay any sum due from it
                          hereunder (other than an amount referred to in Clause
                          20.1(i) above) in the currency and in the manner
                          specified herein within five business days of the due
                          date; or

              (iii)       any representation or statement made by the Borrower
                          in this Agreement or in any Notice of Drawdown or any
                          other notice or other document, certificate or
                          statement delivered by it pursuant to Clauses 17.2(i)
                          or 19.1(iv) is or proves to have been incorrect or
                          misleading in any material respect; or

               (iv)       the Borrower fails duly to perform or comply with any
                          of the obligations expressed to be assumed by it in
                          Clause 18.1(ii) or (iii), Clause 19.1(vi) or Clause
                          19.2; or

                (v)       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





                                     - 38 -
<PAGE>   43
               (vi)       any indebtedness for borrowed money of the Borrower
                          or any other member of the Group in an amount or
                          aggregate amount exceeding pound sterling 5,000,000
                          (or its equivalent in other currencies) 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 or any other member of the Group become
                          entitled by reason of default or event of default to
                          declare any such indebtedness due and payable prior
                          to its specified maturity; or

              (vii)       the Borrower or any Material Subsidiary 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

             (viii)       the Borrower or any Material Subsidiary 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

               (ix)       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 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

                (x)       at any time any act, condition or thing required to
                          be done, fulfilled or performed in order (a) to
                          enable the Borrower 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 the Borrower in this Agreement are legal,
                          valid, binding and enforceable or (c) to make this
                          Agreement admissible in evidence in England is not
                          done, fulfilled or performed; or

               (xi)       at any time it is or becomes unlawful for the
                          Borrower to perform or comply with any or all of its
                          obligations hereunder or any of the obligations of
                          the





                                     - 39 -
<PAGE>   44
                          Borrower hereunder are not or cease to be legal,
                          valid and binding; or

              (xii)       the Parent revokes or repudiates the Letter of
                          Support or the Letter of Comfort or the Liquidity
                          Facility is no longer made available to the Borrower;
                          or

             (xiii)       the Parent ceases to own at least seventy-five per
                          cent. (75%) of the issued equity share capital of the
                          Borrower; or

              (xiv)       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:

         (a)       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

         (b)       declare that the Facility shall be cancelled, whereupon the
                   same shall be cancelled and the Commitment of each Bank
                   shall be reduced to zero.

20.2     If, pursuant to Clause 20.1, the Agent declares the Advances 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 on such date as it may specify
in such notice (whereupon the same shall become due and payable 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.

20.3     If, pursuant to Clause 20.1(a), the Agent declares the Advances to be
due and payable on demand, the Term in respect of any such Advance shall, if
the Agent subsequently demands payment before the scheduled Repayment Date in
respect of such Advance, be deemed (except for the purposes of Clause 21.4) to
be of such length that it ends on the date that such demand is made.





                                     - 40 -
<PAGE>   45
                                     PART 8

                         DEFAULT INTEREST AND INDEMNITY

21.      DEFAULT INTEREST AND INDEMNITY

21.1     If any sum due and payable by the Borrower hereunder is not paid on
the due date therefor in accordance with the provisions of Clause 23 or if any
sum other than a sum as previously referred to in this Clause 21.1 due and
payable by the Borrower 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 the Borrower to pay such sum (the balance thereof for
the time being unpaid being herein referred to as an "UNPAID SUM") is
discharged shall be divided into successive periods, each of which (other than
the first) shall start on the last day of the preceding such period and the
duration of each of which shall (except as otherwise provided in this Clause
21) be selected by the Agent having regard to the likely period of default.

21.2     During each such period relating thereto as is mentioned in Clause
21.1 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 Associated Costs Rate (in the case of unpaid sums denominated in
Sterling), in respect thereof at such time (if applicable) and LIBOR on the
Quotation Date therefor  Provided that:

                (i)       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 Associated Costs Rate (in the case of
                          unpaid sums denominated in Sterling),  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 the nearest 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

               (ii)       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.

21.3     Any interest which shall have accrued under Clause 21.2 in respect of
an unpaid sum shall be due and payable and shall be paid by the Borrower 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 the Borrower.

21.4     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





                                     - 41 -
<PAGE>   46
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.

21.5     The Borrower undertakes to indemnify within three business days of the
Agent's demand:

                (i)       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;

               (ii)       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 23 or (ii) its implementing the
                          provisions of Clause 22.2;

              (iii)       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; and

               (iv)       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
                          paragraphs (i) or (ii) of Clause 6.2.

21.6     Any unpaid sum shall (for the purposes of this Clause 21, Clause 13.1
and the Fifth Schedule) be treated as an advance and accordingly in this Clause
21 and the Fifth Schedule 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 21.1.





                                     - 42 -
<PAGE>   47
                                     PART 9

                                    PAYMENTS

22.      CURRENCY OF ACCOUNT AND PAYMENT

22.1     Sterling is the currency of account and payment for each and every sum
at any time due from the Borrower hereunder Provided that:

                (i)       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;

               (ii)       each payment of interest shall be made in the
                          currency in which the sum in respect of which such
                          interest is payable is denominated;

              (iii)       any amount expressed to be payable in a currency other
                          than Sterling shall be paid in that other currency;

               (iv)       each payment in respect of costs and expenses shall
                          be made in the currency in which the same were
                          incurred; and

                (v)       each payment pursuant to Clause 11.2 or Clause 13.1
                          shall be made in the currency specified by the party
                          claiming thereunder.

22.2     If the Agent at any time determines (after consultation with the
Reference Banks and the Banks) that:

         (a)       the ECU has ceased to be utilised as the basic accounting
                   unit of the European Community;

         (b)       for reasons affecting the market in Ecu generally, Ecu are
                   not freely traded between banks internationally; or

         (c)       it is illegal, impossible or impracticable for payments to
                   be made hereunder in Ecu,

then (unless the Ecu or the Euro has been adopted as the currency of all the
member states of the European Community) the Agent may, in its discretion but
after consultation with the Borrower and the Banks, declare (such declaration
to be binding on all the parties hereto) that any payment made or to be made
thereafter which, but for this provision would have been payable in Ecu shall
be made in a component currency of the Ecu or Sterling (as selected by the
Agent after consultation with the Borrower and the Reference Banks and the
Banks) (the "SELECTED CURRENCY") and the amount to be so paid shall be
calculated on the basis of the equivalent of the Ecu in the Selected Currency
determined in accordance with the provisions of the Sixth Schedule.

22.3     If any sum due from the Borrower 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 the Borrower, (ii) obtaining
an order or





                                     - 43 -
<PAGE>   48
judgment in any court or other tribunal or (iii) enforcing any order or
judgment given or made in relation hereto, the Borrower, 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.

23.      PAYMENTS

23.1     On each date on which this Agreement requires an amount to be paid by
the Borrower or any of the Banks hereunder, the Borrower or, as the case may
be, such Bank shall make the same available to the Agent:

                (i)       where such amount is denominated in Sterling, by
                          payment in Sterling and in immediately available,
                          freely transferable, cleared funds via CHAPS 40-50-20
                          (or such other sort-code, account or bank as the
                          Agent may have specified for this purpose); or

               (ii)       where such amount is denominated in a Committed
                          Currency 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 Ecu or Euro, in the financial
                          centre reasonably designated by the Agent for this
                          purpose) as the Agent shall have specified for this
                          purpose.

23.2     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 the Borrower to make any payments
hereunder in the manner specified in Clause 23.1, then the Borrower 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, the Borrower shall be obliged
to make all payments due to such Bank in the manner specified herein.  Upon
reaching such agreement the Borrower and such Bank shall immediately notify the
Agent thereof and shall thereafter promptly notify the Agent of all payments
made direct to such Bank.

23.3     Save as otherwise provided herein, each payment received by the Agent
for the account of another person pursuant to Clause 23.1 shall:

                (i)       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





                                     - 44 -
<PAGE>   49
                          (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 Ecus or
                                  Euros, in the financial centre reasonably
                                  designated by the Agent for this purpose) as
                                  the Borrower shall have previously notified
                                  to the Agent for this purpose; and

               (ii)       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 Ecus or Euros, in the
                          financial centre reasonably designated by the Agent
                          for this purpose) as such person shall have
                          previously notified to the Agent.

23.4     All payments required to be made by the Borrower 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.

23.5     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.

24.      SET-OFF

Following the occurrence of an Event of Default which is continuing, the
Borrower authorises each Bank to apply any credit balance to which the Borrower
is entitled on any account of the Borrower with that Bank in satisfaction of
any sum due and payable from the Borrower to such Bank hereunder but 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 24.

25.      REDISTRIBUTION OF PAYMENTS

25.1     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 the
Borrower 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:





                                     - 45 -
<PAGE>   50
                (i)       such Recovering Bank shall pay to the Agent an amount
                          equal to such excess amount;

               (ii)       there shall thereupon fall due from the Borrower to
                          such Recovering Bank an amount equal to the amount
                          paid out by such Recovering Bank pursuant to
                          paragraph (i) 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

              (iii)       the Agent shall treat the amount received by it from
                          such Recovering Bank pursuant to paragraph (i) above
                          as if such amount had been received by it from the
                          Borrower in respect of such relevant payment and
                          shall pay the same to the persons entitled thereto
                          (including such Recovering Bank) pro rata to their
                          respective entitlements thereto,

Provided that to the extent that any excess amount is attributable to a payment
to a Bank pursuant to Clause 23.3(i)(a) such portion of such excess amount as
is so attributable shall not be required to be shared pursuant hereto.

25.2     If any sum (a "RELEVANT SUM") received or recovered by a Recovering
Bank in respect of any amount owing to it by the Borrower becomes repayable and
is repaid by such Recovering Bank, then:

                (i)       each Bank which has received a share of such relevant
                          sum by reason of the implementation of Clause 25.1
                          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

               (ii)       there shall thereupon fall due from the Borrower to
                          each such Bank an amount equal to the amount paid out
                          by it pursuant to paragraph (i) 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.

25.3     A Bank shall not be obliged to share any amount with any other Bank
which it has received or recovered as a result of taking legal proceedings
where such other Bank had an opportunity to participate in those legal
proceedings but did not do so and did not take separate legal proceedings.





                                     - 46 -
<PAGE>   51
                                    PART 10

                            FEES, COSTS AND EXPENSES

26.      FEES

26.1     The Borrower shall pay to the Agent for account of each Bank a
commitment commission calculated at the rate of 0.095 per cent. per annum on
the amount of such Bank's Available Commitment from day to day during the
period beginning on the Commencement Date (as defined in the Amendment
Agreement) and ending on the Final Maturity Date and payable in arrear on the
last day of each successive period of three months which ends during such
period and on the Final Maturity Date.

26.2     The Borrower shall pay to the Agent for account of each Bank the fees
specified in the letter of even date with the Amendment Agreement from the
Agent on behalf of the Banks to the Borrower at the times, and in the amounts,
specified in such letter.

26.3     The Borrower shall pay to each of the Arrangers for the account of
each Arranger the fees specified in the respective letter of 25 October 1995
from each of the Arrangers to the Borrower at the times, and in the amounts,
specified in such letters.

26.4     The Borrower shall pay to the Agent for its own account the agency
fees specified in the letter of 25 October 1995 from the Agent to the Borrower
at the times, and in the amounts, specified in such letter.

26.5     On the Effective Date, the Borrower shall pay to each Continuing Bank
a fee of 0.02 per cent. on the amount of its Commitment on such date.

27.      COSTS AND EXPENSES

27.1     The Borrower shall, from time to time on demand of the Agent,
reimburse the Agent for all reasonable costs and expenses (including legal fees
up to the amount agreed by the Agent with the Borrower) together with any VAT
thereon incurred by it in connection with the negotiation, preparation and
execution of this Agreement and the completion of the transactions herein
contemplated.

27.2     The Borrower shall, from time to time on demand of the Agent,
reimburse the Agent, the Arrangers and the Banks for all reasonable costs and
expenses (including legal fees) together with any VAT thereon incurred in or in
connection with the preservation and/or enforcement of any of the rights of the
Agent, the Arrangers and the Banks under this Agreement except to the extent
such costs and expenses result from negligence or wilful misconduct of the
Agent, the Arrangers or the Banks.

27.3     The Borrower shall pay all United Kingdom 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.

27.4     If the Borrower fails to perform any of its obligations under this
Clause 27, each Bank shall, in its Proportion, indemnify each of the Agent and
the Arrangers against any loss incurred by any of them





                                     - 47 -
<PAGE>   52
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 27.4.





                                     - 48 -
<PAGE>   53
                                    PART 11

                               AGENCY PROVISIONS

28.      THE AGENT, THE ARRANGERS AND THE BANKS

28.1     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.

28.2     The Agent may:

                (i)       assume that:

                          (a)     any representation made by the Borrower in
                                  connection herewith is true;

                          (b)     no Default has occurred;

                          (c)     the Borrower is not in breach of or default
                                  under its 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;

               (ii)       assume that the Facility Office of each Bank is that
                          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)
                          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;

              (iii)       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;

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

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

               (vi)       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





                                     - 49 -
<PAGE>   54
                          Instructing Group as to whether or not such right,
                          power or discretion is to be exercised and, if it is
                          to be exercised, as to the manner in which it should
                          be exercised; and

              (vii)       refrain from acting in accordance with any
                          instructions of an Instructing Group to begin any
                          legal action or proceeding arising out of or in
                          connection with 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.

28.3     The Agent shall:

                (i)       promptly inform each Bank of the contents of any
                          notice or document received by it in its capacity as
                          Agent from the Borrower hereunder;

               (ii)       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;

              (iii)       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

               (iv)       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.

28.4     Notwithstanding anything to the contrary expressed or implied herein,
neither the Agent nor any of the Arrangers shall:

                (i)       be bound to enquire as to:

                          (a)     whether or not any representation made by the
                                  Borrower in connection herewith is true;

                          (b)     the occurrence or otherwise of any Default;

                          (c)     the performance by the Borrower of its
                                  obligations hereunder; or

                          (d)     any breach of or default by the Borrower of
                                  or under its obligations hereunder;

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

              (iii)       be bound to disclose to any other person any
                          information relating to any





                                     - 50 -
<PAGE>   55
                          member of the Group if such disclosure would or might
                          in its opinion constitute a breach of any law or
                          regulation or be otherwise actionable at the suit of
                          any person; or

               (iv)       be under any obligations other than those for which
                          express provision is made herein.

28.5     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.

28.6     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.

28.7     Each of the Banks agrees that it will not assert or seek to assert
against any director, officer or employee of the Agent or any Arranger any
claim it might have against any of them in respect of the matters referred to
in Clause 28.6.

28.8     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 the
Borrower or any of its related entities.

28.9     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
that no such resignation shall be effective until a successor for the Agent is
appointed in accordance with the succeeding provisions of this Clause 28 and
has accepted such appointment in writing.

28.10    If the Agent gives notice of its resignation pursuant to Clause 28.9,
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 that it 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.

28.11    If a successor to the Agent is appointed under the provisions of
Clause 28.10, 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 28 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.





                                     - 51 -
<PAGE>   56
28.12    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 Borrower 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:

                (i)       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

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

28.13    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 28, in the event
that the Agent should act for the Borrower in any capacity in relation to any
other matter, any information given by the Borrower to the Agent in such other
capacity may be treated as confidential by the Agent.





                                     - 52 -
<PAGE>   57
                                    PART 12

                           ASSIGNMENTS AND TRANSFERS

29.      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.

30.      ASSIGNMENTS AND TRANSFERS BY THE BORROWER

The Borrower shall not be entitled to assign or transfer all or any of its
rights, benefits and obligations hereunder without the prior written consent of
the Banks.

31.      ASSIGNMENTS AND TRANSFERS BY BANKS

31.1     Any Bank may, at any time, assign all or any of its rights and
benefits hereunder or transfer in accordance with Clause 31.3 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 that it 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).  Unless the Borrower and
the Agent agree otherwise, any partial assignment, transfer or novation must be
a minimum Commitment amount of pound sterling 5,000,000.

31.2     If any Bank assigns all or any of its rights and benefits hereunder in
accordance with Clause 31.1, 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.

31.3     If any Bank wishes to transfer all or any of its rights, benefits
and/or obligations hereunder as contemplated in Clause 31.1, 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:

                (i)       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 31.3 as
                          "DISCHARGED RIGHTS AND OBLIGATIONS");





                                     - 53 -
<PAGE>   58
               (ii)       the Borrower 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
                          Borrower and such Transferee have assumed and/or
                          acquired the same in place of the Borrower and such
                          Bank; and

              (iii)       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.

31.4     On the date upon which a transfer takes effect pursuant to Clause
31.3, the Transferee in respect of such transfer shall pay to the Agent for its
own account a transfer fee of pound sterling 750.

31.5     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 11 and 13 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.

31.6     For the avoidance of doubt, if any Bank assigns all or any of its
rights hereunder in accordance with Clause 31.1 or transfers all or any of its
rights, benefits and/or obligations hereunder as contemplated in Clause 31.1,
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.

32.      DISCLOSURE OF INFORMATION

32.1     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 Borrower 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 32.2 the
confidentiality of any information relating to 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.

32.2     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:

                (i)       in accordance with Clause 32.1;

               (ii)       to the extent to which it is required to do so by law
                          or by order of any court





                                     - 54 -
<PAGE>   59
                          referred to in Clause 39 or at the request of any
                          regulatory body;

              (iii)       if necessary or advisable, in connection with any
                          legal proceedings relating to this Agreement Provided
                          that where the Borrower is not a party to such legal
                          proceedings then the Borrower must be given prior
                          notification to such information being disclosed;

               (iv)       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
                          that such persons referred to in this sub-paragraph
                          (iv) must be informed of the confidential nature of
                          the information and of the restrictions imposed
                          herein; and

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





                                     - 55 -
<PAGE>   60
                                    PART 13

                                 MISCELLANEOUS

33.      CALCULATIONS AND EVIDENCE OF DEBT

33.1     Interest and commitment commission shall accrue from day to day and
shall be calculated on the basis of a year of 360 days (or, in any case where
market practice differs, in accordance with market practice) and the actual
number of days elapsed in respect of interest or 365 days and the actual number
of days elapsed in respect of commitment commission.

33.2     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.

33.3     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 that at least
two Reference Banks supply a quotation.

33.4     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.

33.5     The Agent shall maintain on its books a control account or accounts in
which shall be recorded (i) the amount of any Advance made or arising hereunder
and each Bank's share therein, (ii) the amount of all principal, interest and
other sums due or to become due from the Borrower to any of the Banks hereunder
and each Bank's share therein and (iii) the amount of any sum received or
recovered by the Agent hereunder and each Bank's share therein.

33.6     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
33.4 and 33.5 shall be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded.

33.7     A certificate of a Bank as to (i) the amount by which a sum payable to
it hereunder is to be increased under Clause 11.1 or (ii) the amount for the
time being required to indemnify it against any such cost, payment or liability
as is mentioned in Clause 11.2 or 13.1 shall, in the absence of manifest error,
be conclusive for the purposes of this Agreement.

34.      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.





                                     - 56 -
<PAGE>   61
35.      AMENDMENTS

35.1     With the prior written consent of an Instructing Group, the Agent and
the Borrower 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 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:

                (i)       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 18.1, 19.2(i) or 25 or this Clause 35;

                          (c)     increase any Bank's Commitment (other than
                                  pursuant to Clause 31), the amount of the
                                  Facility, change the principal amount of or
                                  currency of any Advance or extend the Term of
                                  any Advance; 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

               (ii)       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 35; 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.

35.2     If the Borrower requests any amendment, supplement, modification or
waiver in accordance with Clause 35.1, 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 35.1.





                                     - 57 -
<PAGE>   62
36.      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.

37.      NOTICES

37.1     Each communication to be made hereunder shall be made in writing but,
unless otherwise stated, may be made by telex, telefax or letter.

37.2     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 that where
such communication has been transmitted out of 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).

37.3     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.





                                     - 58 -
<PAGE>   63
                                    PART 14

                              LAW AND JURISDICTION

38.      LAW

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

39.      JURISDICTION

39.1     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.

39.2     The Borrower irrevocably waives any objection which it might now or
hereafter have to the courts referred to in Clause 39.1 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.

39.3     The submission to the jurisdiction of the courts referred to in Clause
39.1 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
the Borrower 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.

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





                                     - 59 -
<PAGE>   64
                               THE FIRST SCHEDULE

                                   THE BANKS

<TABLE>
<CAPTION>
BANK                                                                            COMMITMENT (POUND STERLING)
<S>                                                                                             <C>
The First National Bank of Chicago                                                               21,000,000
ABN AMRO Bank N.V.                                                                               20,000,000
Deutsche Bank AG London                                                                          20,000,000
Bank Austria AG                                                                                  16,000,000
Commerzbank Aktiengesellschaft, London Branch                                                    16,000,000
Lloyds Bank Plc                                                                                  16,000,000
Morgan Guaranty Trust Company of New York                                                        16,000,000
Cooperative Centrale Raiffeiesen-Boerenleenbank B.A.                                             16,000,000
Westdeutsche Landesbank Girozentrale, London Branch                                              16,000,000
Bank of America National Trust and Savings Association                                           15,000,000
Bayerische Landesbank Girozentrale, London Branch                                                15,000,000
Kredietbank N.V., London Branch                                                                  15,000,000
Union Bank of Switzerland                                                                        15,000,000
Dresdner Bank AG London Branch                                                                   12,000,000
The Royal Bank of Scotland plc                                                                   12,000,000
NationsBank N.A.                                                                                 12,000,000
Barclays Bank PLC                                                                                10,000,000
The Chase Manhattan Bank                                                                         10,000,000
Bankgesellschaft Berlin AG, London Branch                                                        10,000,000
Societe Generale, London Branch                                                                  10,000,000
Allied Irish Banks plc                                                                            7,000,000

                                                                                                -----------
                                                                                                300,000,000

                                                                                                -----------
</TABLE>





                                     - 60 -
<PAGE>   65
                              THE SECOND SCHEDULE

                          FORM OF TRANSFER CERTIFICATE

To:      The First National Bank of Chicago


                              TRANSFER CERTIFICATE


relating to the agreement (as from time to time amended, varied, novated or
supplemented, the "Facility Agreement") originally dated 25 October 1995
whereby following an amendment agreement dated 11 October 1996 a pound sterling
300,000,000 multicurrency revolving credit facility was made available to MBNA
International Bank Limited as borrower by a group of banks on whose behalf The
First National Bank of Chicago 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)" accurately summarises its
Commitment and/or, as the case may be, its participation in, and 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 31.3 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 Borrower.

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 Borrower or
for the





                                     - 61 -
<PAGE>   66
performance and observance by the Borrower of any of its 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 the Borrower 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                        Term and
         Bank's Participation     Repayment Date            Portion Transferred





[Transferor Bank]                                    [Transferee Bank]

By:                                                          By:

Date:                                                Date:





                                     - 62 -
<PAGE>   67
                      ADMINISTRATIVE DETAILS OF TRANSFEREE

Address:

Contact Name:

Account for Payments
in Sterling:

Telex:

Telephone:




THE FIRST NATIONAL BANK OF CHICAGO

By:

Date:





                                     - 63 -
<PAGE>   68
                               THE THIRD SCHEDULE

                         CONDITION PRECEDENT DOCUMENTS



1.       Confirmation by a duly authorised officer of the Borrower that there
         have been no changes to the constitutive documents of the Borrower
         since 25 October 1995.

2.       A copy, certified a true copy by a duly authorised officer of the
         Borrower, of extracts of resolutions of the directors of the Borrower
         and an extract from resolutions of the Executive Committee of the
         directors of the Borrower approving the terms and conditions, and the
         execution and delivery, of the Amendment Agreement and authorising a
         named person or persons to sign the Amendment Agreement and any
         documents to be delivered by the Borrower pursuant thereto (or such
         other evidence of authority as the Agent shall reasonably require).

3.       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, the Amendment Agreement and any
         documents to be delivered by the Borrower pursuant thereto.

4.       An opinion of Allen & Overy, solicitors to the Agent, in substantially
         the form distributed to the Banks prior to the execution hereof.

5.       Payment of the fees referred to in Clause 26 to the extent then due.

6.       Confirmation by a duly authorised officer of the Parent that the
         Letter of Comfort remains applicable to this Agreement.

7.       A certificate of a duly authorised officer of the Borrower confirming
         the maintenance of the Liquidity Facility by the Parent.





                                     - 64 -
<PAGE>   69
                              THE FOURTH SCHEDULE

                               NOTICE OF DRAWDOWN


From:    MBNA International Bank Limited

To:      The First National Bank of Chicago

Dated:

Dear Sirs,

1.       We refer to the agreement (as from time to time amended, varied,
novated or supplemented, the "Facility Agreement") originally dated 25 October
1995 and made between MBNA International Bank Limited as borrower, The First
National Bank of Chicago as lead arranger, Bank of America International
Limited and Deutsche Bank AG London as co-arrangers, The First National Bank of
Chicago as agent and the financial institutions named therein as banks.  Terms
defined in the Facility Agreement shall have the same meaning in this notice.

2.       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 to be made to us as follows:

              (i)         Currency and Amount:

             (ii)         Drawdown Date:

            (iii)         Term:

[3.      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 16.1 and 16.2 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].

[5./6.]  We confirm that the date of this Notice of Drawdown *[is a Coverage
Date and the Coverage Ratio equals or exceeds 115%, details of which
computation are attached hereto]/[is not a Coverage Date].

                                Yours faithfully

                         .............................
                              for and on behalf of

--------------------------------------------------------------------------------

* Delete as appropriate





                                     - 65 -
<PAGE>   70
                        MBNA INTERNATIONAL BANK LIMITED





                                     - 66 -
<PAGE>   71
                               THE FIFTH SCHEDULE

                             ASSOCIATED COSTS RATE

1.       For the purposes of this Agreement, the cost of compliance with
existing requirements of the Bank of England in respect of Advances denominated
in Sterling will be calculated by the Agent in relation to each Advance by
reference to the circumstances existing on the first day of the Term in respect
of such Advance and, if such Term exceeds three months, at three calendar
monthly intervals from the first day of such Term during its duration in
accordance with the following formula:

                  AB + C(B - E) + D(B - F)         per cent. per annum
                  ------------------------                            
                        100 - (A + D)

Where:

         A       is the percentage of eligible liabilities which the Agent is
                 from time to time required to maintain as an interest free
                 cash deposit with the Bank of England to comply with cash
                 ratio requirements.

         B       is the percentage rate per annum at which Sterling deposits
                 are offered by the Agent, in accordance with its normal
                 practice, for a period equal to (i) the Term (or, as the case
                 may be, remainder of such Term) in respect of the relevant
                 Advance or (ii) three months, whichever is the shorter, to a
                 leading bank in the London Interbank Market at or about 11.00
                 a.m. in a sum approximately equal to the amount of such
                 Advance.

         C       is the percentage of eligible liabilities which the Agent is
                 from time to time required by the Bank of England to maintain
                 as secured money with members of the London Discount Market
                 Association ("LDMA") and/or as secured call money with money
                 brokers and gilt edged market makers.

         D       is the percentage of eligible liabilities which the Agent is
                 required from time to time to maintain as interest bearing
                 special deposits with the Bank of England.

         E       is the percentage rate per annum at which members of the LDMA
                 are offered Sterling deposits in a sum approximately equal to
                 the amount of the relevant Advance as a callable fixture from
                 the Agent for such period as determined in accordance with B
                 above at or about 11.00 a.m.

         F       is the percentage rate per annum payable by the Bank of
                 England to the Agent on interest bearing special deposits.

2.       For the purposes of this Schedule "ELIGIBLE LIABILITIES" and "SPECIAL
DEPOSITS" shall bear the meanings ascribed to them from time to time by the
Bank of England.

3.       The percentages used in A, C and D above shall be those required to be
maintained on the first day of the relevant period as determined in accordance
with B above.

4.       In application of the above formula, A, B, C, D, E and F will be
included in the formula as





                                     - 67 -
<PAGE>   72
figures and not as percentages e.g. if A is 0.5 per cent. and B is 12 per
cent., AB will be calculated as 0.5 x 12 and not as 0.5 per cent. x 12 per
cent.

5.       Calculations will be made on the basis of a 365 day year (or, if
market practice differs, in accordance with market practice).

6.       A negative result obtained by subtracting E from B or F from B shall
be taken as zero.

7.       Additional amounts calculated in accordance with this Schedule are
payable on the last day of the Term to which they relate.

8.       The determination of the Associated Costs Rate in relation to any
period shall, in the absence of manifest error, be conclusive and binding on
all of the parties hereto.

9.       The Agent may from time to time, after consultation with the Borrower
and the Banks, determine and notify to all the parties hereto any amendments or
variations which are required to be made to the formula set out above in order
to comply with any requirements from time to time imposed by the Bank of
England in relation to Advances denominated in Sterling (including without
limitation, any requirements relating to Sterling primary liquidity) and, any
such determination shall, in the absence of manifest error, be conclusive and
binding on all the parties hereto.





                                     - 68 -
<PAGE>   73
                               THE SIXTH SCHEDULE


                                      ECU


1.       Pursuant to Council Regulation (EC) No. 3320/94 of 22 December, 1994
the ECU is at the date of the Amendment Agreement valued on the basis of
specified amounts of the currencies of the member states of the European
Community as shown below:

<TABLE>
                            <S>                   <C>
                              0.6242              German Mark
                              0.08784             Pound Sterling
                              1.332               French Francs
                            151.8                 Italian Lire
                              0.2198              Dutch Guilder
                              3.301               Belgian Francs
                              0.130               Luxembourg Franc
                              0.1976              Danish Krone
                              1.44                Greek Drachma
                              0.008552            Irish Pound
                              6.885               Spanish Peseta
                              1.393               Portuguese Escudo
</TABLE>

Article 109g of the Treaty provides as follows:

         The currency composition of the ECU basket shall not be changed.  From
         the start of the third stage, the value of the ECU shall be
         irrevocably fixed in accordance with Article 109l(4).

However, if the composition of the ECU is at any time changed, then references
in this Agreement to an Ecu or an ECU shall be construed as references to an
Ecu or, as the case may be, an ECU as so changed.

2.       If the Agent makes a declaration pursuant to Clause 22.2 then the
equivalent of the Ecu in each of the component currencies as of any day (the
"DAY OF VALUATION") shall be determined by the Agent as follows:

         The components of the Ecu for this purpose (the "COMPONENTS") shall be
         the currency amounts that were components of the ECU when the ECU was
         most recently used in the European Community*.

         The equivalent of the Ecu in the Selected Currency shall be determined
         by calculating the sum of the Sterling equivalents of the Components
         (the "STERLING SUM"), and, where the Selected Currency is not
         Sterling, by then calculating the equivalent amount in the Selected
         Currency of the Sterling Sum using the same rate or rates as that or
         those used for determining the Sterling equivalent of the relevant
         Component as set forth below.

         Unless otherwise specified by the Agent, the Sterling equivalent of
         each of the Components





                                     - 69 -
<PAGE>   74
         shall be the arithmetic mean determined by the Agent on the basis of
         the middle spot delivery quotations prevailing at 11.00 a.m. (London
         time) in the London Foreign Exchange Market on the Day of Valuation,
         as obtained by the Agent from the Reference Banks.**

         Unless otherwise specified by the Agent, in the event that there is
         more than one market for dealing in any component currency by reason
         of foreign exchange regulations or for any other reason, the market to
         be referred to in respect of such currency shall be that upon which a
         non-resident issuer of securities denominated in such currency would
         purchase such currency in order to make payments in respect of such
         securities.

         *         In the event that the official unit of any component
                   currency of the Ecu is altered by way of combination or
                   subdivision, the number of units of that currency as a
                   Component shall be divided or multiplied in the same
                   proportion.  In the event that two or more component
                   currencies are consolidated into a single currency, the
                   amounts of those currencies as Components shall be replaced
                   by an amount in such single currency equal to the sum of the
                   amounts of the consolidated component currencies expressed
                   in such single currency.  In the event that any component
                   currency should be divided into two or more currencies, the
                   amount of that currency as a Component shall be replaced by
                   amounts of such two or more currencies each of which shall
                   be equal in the amount of the former component currency
                   divided by the number of currencies into which that currency
                   was divided.

         **        In the event no such direct quotations are available for a
                   component currency on a Day of Valuation from any of the
                   Reference Banks because foreign exchange markets are closed
                   in the country of issue of that currency or for any other
                   reason, the most recent direct quotations of the Reference
                   Banks for that currency obtained by the Agent shall be used
                   in computing the equivalent of the Ecu on such Day of
                   Valuation, provided, however, that such most recent
                   quotations may be used only if they were prevailing not more
                   than two business days in the country of issue before such
                   Day of Valuation.  Beyond such period of two business days,
                   the Agent shall determine the Sterling equivalent of such
                   Component on the basis of cross rates derived from middle
                   spot delivery quotations for such component currency and for
                   Sterling prevailing at 11.00 a.m. (London time) on such Day
                   of Valuation, as obtained by the Agent from two or more
                   major banks, as selected by the Agent.  Within such period
                   of two business days, the Agent shall determine the Sterling
                   equivalent of such Component on the basis of such cross
                   rates if the Agent judges that the equivalent so calculated
                   is more representative than the Sterling equivalent
                   calculated on the basis of such most recent direct
                   quotations.

3.       All determinations made by the Agent shall be at its sole discretion
and shall, in the absence of manifest error, be conclusive for all purposes and
binding upon the Borrower.] 


                                     -70-