Exhibit 10.08

                           AGREEMENT
                               
                               
                  DATED 17th  December, 1996
                               
                               
                     1,250,000,000 Pounds
                               
                               
                        CREDIT FACILITY
                               
                               
                              FOR
                               
                               
                     ENTERGY POWER UK PLC
                               
                               
                          ARRANGED BY
                               
                               
                      ABN AMRO BANK N.V.
             BANK OF AMERICA INTERNATIONAL LIMITED
                   UNION BANK OF SWITZERLAND
                               
                               
<PAGE>

THIS AGREEMENT is dated 17th December, 1996 between:-

(1)  ENTERGY  POWER  UK  PLC  (Registered  No.  3261188)  (the
     "Company");

(2)  ABN AMRO BANK N.V., BANK OF AMERICA INTERNATIONAL LIMITED
     and  UNION  BANK  OF  SWITZERLAND as arrangers  (in  this
     capacity the "Arrangers");

(3)  ABN  AMRO BANK N.V. as issuing bank (in this capacity the
     "Issuing Bank");

(4)  THE  FINANCIAL INSTITUTIONS listed in Schedule 1 as banks
     (the "Banks"); and

(5)  ABN  AMRO  BANK  N.V.  as  agent (in  this  capacity  the
     "Agent").

IT IS AGREED as follows:-

1.   INTERPRETATION

1.1  Definitions

     In this Agreement:-
     
     "Accounting Date"
          
     means  the  last  day of each financial  quarter  of  the
     Company.
     
     "Accounting Period"
          
     means  any  period of approximately three months  or  one
     year ending on an Accounting Date for which accounts  are
     required  to  be  prepared  for  the  purposes  of   this
     Agreement.
     
     "Acquisition"
          
     means  the  acquisition  by the  Company  of  any  Shares
     pursuant  to  the Offer and/or pursuant  to  open  market
     purchases.
     
     "Act"
          
     means  the  Electricity Act 1989 and, unless the  context
     otherwise  requires,  all  subordinate  legislation  made
     pursuant to it.
     
     "Adjusted Capital and Reserves"
          
     has  the  meaning given to it in Clause 19.28  (Financial
     covenants).
     
     "Affiliate"
          
     means  a Subsidiary or a Holding Company of a person  and
     any other Subsidiary of that Holding Company.
     
     "Applicable Accounting Principles"
          
     means  accounting principles and practices, which at  the
     date  of  this  Agreement are generally accepted  in  the
     United Kingdom and approved by the Institute of Chartered
     Accountants of England and Wales and which are consistent
     with  the accounting principles and practices applied  in
     the preparation of the Base Financial Statements.
     
     "Auditors"
          
     means Coopers and Lybrand or any other "Big Six" firm  of
     accountants or any other firm (approved by the Agent)  of
     independent public accountants of international  standing
     recognised  and authorised by the Institute of  Chartered
     Accountants  of England and Wales which is  appointed  by
     the Company to audit the consolidated annual accounts  of
     the Company.
     
     "Available Surplus Cashflow"
          
     means  that  part  of  any Surplus  Cashflow  which  has,
     pursuant  to Clause 19.15(b) (Distributions),  been  paid
     (whether by way of dividend, loan repayment, interest  or
     loan) to the Company by the Target.

     "Base Financial Statements"
          
     means  the  audited annual consolidated accounts  of  the
     Target for and as at the end of the financial year of the
     Target ended 31st March, 1996.
     
     "Beneficiary"
          
     means a holder of a Loan Note.
     
     
     "Bond Issues"
          
     means:
     
     (a)  the pounds 100,000,000 8 per cent. bonds due 2003; and
     
     (b)  the pounds 100,000,000 8-5/8 per cent. bonds due 2005,
     
     issued by the Target.
     
     "Borrower"
          
     means  the  Company or, upon its becoming a  Borrower  in
     accordance  with  Clause 28.4 (Target as  Borrower),  the
     Target.
     
     "Borrower Accession Agreement"
          
     means  a letter substantially in the form of Part  II  of
     Schedule 5 with such amendments as the Agent may approve.
     
     "Borrowing"
          
     means  Financial  Indebtedness (without double  counting)
     adjusted as follows:
     
     (a)  any  interest, dividends, commission, fees or  other
          like  financing charges, and any item falling within
          paragraph   (g)  of  the  definition  of   Financial
          Indebtedness, shall be excluded, save in  each  case
          to  the  extent  capitalised or more  than  15  days
          overdue for payment;
     
     (b)  in  respect  of  any bonds, notes, debentures,  loan
          stocks  and/or  other debt securities  issued  at  a
          discount or redeemable at a premium and constituting
          a  Borrowing, the issue price thereof, together with
          any  applicable  discount or premium  recognised  or
          required by the Applicable Accounting Principles  to
          be recognised at the time of calculation (other than
          amounts   required  by  the  Applicable   Accounting
          Principles to be accounted for as interest)  in  the
          accounts of the relevant person (were any then to be
          prepared), shall be included;
     
     (c)  in   respect  of  paragraphs  (d)  and  (e)  of  the
          definition  of Financial Indebtedness  (but  in  the
          case  of  paragraph (d), only where no  interest  or
          similar  charge  is  charged),  only  the  principal
          amount  thereof  as  determined  by  the  Applicable
          Accounting  Principles or (in the case of  paragraph
          (e)) the capitalised value (as so determined) of any
          items falling thereunder shall be included;
     
     (d)  any   item  falling  within  paragraph  (f)  of  the
          definition  of Financial Indebtedness  which  is  in
          respect of any sum excluded by paragraph (a) or  (c)
          above shall be excluded; and
     
     (e)  any  item  falling within paragraph (f)(ii)  of  the
          definition  of  Financial  Indebtedness   shall   be
          included  only to the extent that the same has  been
          or  (in  accordance  with the Applicable  Accounting
          Principles) ought to be given a value in the  latest
          or next Accounts, or in any notes to those Accounts.
     
     "Business Day"
          
     means a day (other than a Saturday or a Sunday) on which
     banks are open for business in London.
     
     "Cancellation Date"
          
     means  the  date of withdrawal or lapse of the  Offer  in
     accordance with its terms.
     
     "Capitalisation Ratio"
          
     has  the  meaning given to it in Clause 19.28  (Financial
     covenants).
     
     "Cashflow"
          
     means,  for  any  period for which it  is  being  tested,
     Consolidated EBITDA for that period, but adjusted  so  as
     to:
     
     (a)  add back any taxes refunded during that period;
     
     (b)  deduct  any increase or add any reduction in working
          capital which occurs during that period;
     
     (c)  deduct  any taxes accrued or paid during that period
          (adjusted in the case of VAT for any VAT input);
     
     (d)  deduct  outflows  and  add inflows  of  cash  effect
          resulting from any Extraordinary Items;
     
     (e)  deduct  any capital expenditure or costs or expenses
          of  a capital nature paid during that period and any
          other  expenditure  not already taken  into  account
          which is required to be paid under the Licence,  any
          Licence  Undertaking  or  any  applicable   law   or
          regulation  during the following financial  quarter;
          and
     
     (f)  take  no  account  of  any book  profits  or  losses
          arising from the disposal of any assets.
     
     "Certain Funds Period"
          
     means  the period beginning on the date of issue  of  the
     Press Release and ending on the earlier of:
     
     (a)    the  date  which  falls  three  months  after  the
     Unconditional Acceptances Date;
     
     (b)  the date which falls seven months after the date  of
          issue of the Press Release; and
     
     (c)    the   date  which  falls  seven  days  after   the
     Cancellation Date;
     
     or,  if  prior to that date the Company has given  notice
     under   section  429  of  the  Companies  Act   1985   to
     shareholders who have not accepted the Offer, any  longer
     period  as  may  be  required to enable  the  Company  to
     acquire shares within the period it is permitted to do so
     under  Section  428  to  430 of the  Companies  Act  1985
     following the announcement of the Offer.
     
     "Clean-Up Date"
          
     means  the date falling 180 days after the Target becomes
     a Subsidiary of the Company.
     
     "Code"
          
     means the City Code on Takeovers and Mergers.
     
     "Commitment"
          
     means,  in  respect of a Bank, its Facility A Commitment,
     Facility  B  Commitment  or Facility  C  Commitment,  and
     "Commitments"  means  the aggregate  of  its  Facility  A
     Commitment,   Facility  B  Commitment  and   Facility   C
     Commitment.
     
     "Consolidated EBITDA"
          
     has  the  meaning given to it in Clause 19.28  (Financial
     covenants).
    
     "Consolidated Net Interest Payable"
          
     has  the  meaning given to it in Clause 19.28  (Financial
     covenants).
     
     "Consolidated Net Total Borrowings"
          
     has  the  meaning given to it in Clause 19.28  (Financial
     covenants).
     
     "Consolidated Total Interest Payable"
          
     has  the  meaning given to it in Clause 19.28  (Financial
     covenants).
     
     "Dangerous Substance"
          
     means  any  radioactive emissions, noise, any natural  or
     artificial  substance (whether in the form  of  a  solid,
     liquid,  gas  or  vapour) the generation, transportation,
     storage,  treatment, use or disposal  of  which  (whether
     alone   or  in  combination  with  any  other  substance)
     including  (without limitation) any controlled,  special,
     hazardous,  toxic, radioactive or dangerous substance  or
     waste, gives rise to a risk of causing harm to man or any
     other  living  organism or damaging  the  Environment  or
     public health or welfare.
     
     "Debenture"
          
     means  a  debenture executed by the Company in favour  of
     the Agent substantially in the form of Schedule 7.
     
     "Default"
          
     means  an  Event of Default or an event which,  with  the
     giving  of notice, expiry of any applicable grace period,
     determination of materiality or fulfilment of  any  other
     applicable  condition specified (in  any  such  case)  in
     Clause   20   (Default)  (or  any  combination   of   the
     foregoing), would constitute an Event of Default.
     
     "Director General"
          
     means  the  person appointed from time  to  time  by  the
     Secretary of State to hold office as the Director General
     of Electricity Supply for the purpose of the Act.
     
     "Double Taxation Treaty"
          
     means any convention between the government of the United
     Kingdom  and  any other government for the  avoidance  of
     double taxation and the prevention of fiscal evasion with
     respect to taxes on income and capital gains.
     
     "Drawdown Date"
          
     means the date of the advance of a Loan.

     "Environment"
          
     means  any  of  the following media, the air  (including,
     without limitation, the air within buildings and the  air
     within  other  natural or man-made  structures  above  or
     below  ground),  water  (including,  without  limitation,
     ground  and  surface water) and land (including,  without
     limitation, surface and sub-surface soil).
     
     "Environmental Claim"
          
     means any claim by any person:
     
     (a)  in  respect  of  any loss or liability  suffered  or
          incurred  by  that  person as  a  result  of  or  in
          connection with any violation of Environmental  Law;
          or
     
     (b)  that  arises  as  a result of or in connection  with
          Environmental Contamination and that could give rise
          to  any remedy or penalty (whether interim or final)
          that  may  be  enforced or assessed  by  private  or
          public  legal  action  or  administrative  order  or
          proceedings, including, without limitation, any such
          claim  arising from injury to persons,  property  or
          natural resources.
     
     "Environmental Contamination"
          
     means each of the following and their consequences:
     
     (a)  any  release, emission, leakage or spillage  of  any
          Dangerous  Substance  at or  from  any  site  owned,
          occupied or used by any member of the Group into any
          part of the Environment; or
     
     (b)  any accident, fire, explosion or sudden event at any
          site  owned, occupied or used by any member  of  the
          Group  which is directly or indirectly caused by  or
          attributable to any Dangerous Substance; or
     
     (c)  any other pollution of the Environment.
     
     "Environmental Law"
          
     means all applicable laws (including, without limitation,
     common  law),  regulations, directing codes of  practice,
     circulars,  guidance notices and the  like  having  legal
     effect  (whether  in  the United  Kingdom  or  elsewhere)
     concerning  pollution or the protection of human  health,
     the  Environment, the conditions of the work place or the
     generation,   transportation,   storage,   treatment   or
     disposal of Dangerous Substances.
     
     "Environmental Licence"
          
     means  any  authorisation required by  any  Environmental
     Law.
     
     "Event of Default"
          
     means  an event specified as such in Clause 20.1  (Events
     of Default).
     
     "Exceptional Items"
          
     has  the  meaning given to it in Clause 19.28  (Financial
     Covenants).
     
     "Expiry Date"
          
     means  the expiry date of the Guarantee, as specified  in
     the Guarantee.
     
     "Extraordinary Items"
          
     has  the  meaning given to it in Clause 19.28  (Financial
     Covenants).
     
     "Facility"
          
     means Facility A, Facility B or Facility C.
     
     "Facility A"
          
     means  the facility referred to as such in Clause  2.1(a)
     (Facilities).
     
     "Facility A Commitment"
          
     means:
     
     (a)  in relation to a Bank which is a Bank on the date of
          this  Agreement, the amount in Sterling set  out  in
          the Syndication Letter; and
     
     (b)  in relation to a Bank which becomes a Bank after the
          date  of this Agreement, the amount of a Facility  A
          Commitment  acquired by it under Clause 28  (Changes
          to the Parties),
     
     to the extent not transferred, cancelled or reduced under
          this Agreement.
     
     "Facility A Final Repayment Date"
          
     means  the date which falls five years after the date  of
     this Agreement.
     
     "Facility A Loan"
          
     means  a loan made by the Banks under Facility A  or  the
     principal amount outstanding of that loan.
     
     "Facility A Outstandings"
          
     means,  at  any  time,  the aggregate  of  the  Guarantee
     Outstandings and the Facility A Loans at that time.
     
     "Facility B"
          
     means  the facility referred to as such in Clause  2.1(b)
     (Facilities).
     
     "Facility B Commitment"
          
     means:
     
     (a)  in relation to a Bank which is a Bank on the date of
          this  Agreement, the amount in Sterling set  out  in
          the Syndication Letter; and
     
     (b)  in relation to a Bank which becomes a Bank after the
          date  of this Agreement, the amount of a Facility  B
          Commitment  acquired by it under Clause 28  (Changes
          to the Parties),
     
     to the extent not transferred, cancelled or reduced under
          this Agreement.

     "Facility B Final Repayment Date"
          
     means  the date falling two years after the date of  this
     Agreement.
     
     "Facility B Loan"
          
     means,  subject to Clause 10 (Interest Periods),  a  loan
     made  by  the  Banks under Facility B  or  the  principal
     amount outstanding of that loan.
     
     "Facility B Repayment Date"
          
     means each date for the payment of a Facility B Repayment
     Instalment.
     
     "Facility B Repayment Instalment"
          
     means  each  instalment for the repayment of  Facility  B
     Loans referred to in Clause 8 (Repayment).
     
     "Facility B Term Date"
          
     means the last day of the Certain Funds Period.
     
     "Facility C"
          
     means  the facility referred to as such in Clause  2.1(c)
     (Facilities).
     
     "Facility C Commitment"
          
     means:
     
     (a)  in relation to a Bank which is a Bank on the date of
          this  Agreement, the amount in Sterling set  out  in
          the Syndication Letter; and
     
     (b)  in relation to a Bank which becomes a Bank after the
          date  of this Agreement, the amount of a Facility  C
          Commitment  acquired by it under Clause 28  (Changes
          to the Parties),
     
     to the extent not transferred, cancelled or reduced under
          this Agreement.
     
     "Facility C Final Repayment Date"
          
     means  the date which falls five years after the date  of
     this Agreement.
     
     "Facility C Loan"
          
     means  a loan made by the Banks under Facility C  or  the
     principal amount outstanding of that loan.
     
     "Facility Office"
          
     means the office notified by a Bank to the Agent:-
     
     (a)  on or before the date it becomes a Bank; or
     
     (b)  by not less than 5 Business Days' notice,
     
     as the office through which it will perform all or any of
     its obligations under this Agreement.
     
     "Fee Letter"
          
     means the letter dated the date of this Agreement between
     the  Arrangers and the Company, or the letter  dated  the
     date of this Agreement between the Company and the Agent,
     setting  out  the amount of various fees referred  to  in
     Clause 22 (Fees).
     
     "Final Maturity Date"
          
     means  the  later of the Facility A Final Repayment  Date
     and the Facility C Final Repayment Date.
     
     "Final Repayment Date"
          
     means the Facility A Final Repayment Date, the Facility B
     Final  Repayment  Date or the Facility C Final  Repayment
     Date.
     
     "Finance Document"
          
     means:-
     
     (a)  this Agreement;
     
     (b)  a Fee Letter;
     
     (c)  the Debenture;
     
     (d)  a Novation Certificate;
     
     (e)  the Syndication Agreement;
     
     (f)  a Borrower Accession Agreement;
     
     (g)  a Subordination Agreement;
     
     (h)  a Swap Document; or
     
     (i)   any other document designated as such by the  Agent
     and the Company.
     
     "Finance Party"
          
     means an Arranger, a Bank, the Issuing Bank or the Agent.
     
     "Financial Indebtedness"
     
     means  any  indebtedness for, or for  interest  or  other
     charges  relating  to,  or otherwise  in  respect  of  or
     pursuant to:-
     
     (a)  moneys   borrowed  or  raised,  including,   without
          limitation:
          
          (i)  monies  raised  by the sale of  receivables  or
               other  financial assets on terms  (and  to  the
               extent) that recourse may be had to the  vendor
               in   the   event   of  non-payment   of   those
               receivables or financial assets when due;
          
          (ii) monies    raised   under   acceptance    credit
               facilities; and
          
          (iii)monies raised through the issue of bonds,
               notes, debentures, bills, loan stocks and other
               debt  securities (including any  debt  security
               convertible,  but  not  at  the  relevant  time
               converted, into share capital);
          
          but   any   Subordinated  Debt  or  Project  Finance
          Indebtedness (other than indebtedness referred to in
          paragraph   (f)(iii)  below)  shall  not  constitute
          Financial Indebtedness;
     
     (b)  the  acquisition cost of assets or services  to  the
          extent  payable on deferred payment terms after  the
          time  of  acquisition  or possession  by  the  party
          liable (whether or not evidenced by any bond,  note,
          debenture, bill, loan stock or other debt security),
          excluding:
          
          (i)  retentions  which  are  normal  in  the   trade
               concerned and not entered into primarily  as  a
               means of raising finance;
          
          (ii) any  payment relating to construction works  or
               the  acquisition  of fixed  assets  which  will
               become   payable   only  upon   fulfilment   of
               conditions relating to or comprising completion
               or  commissioning  of certain  stages  in  such
               works  or  in  the  supply  programme  or   the
               granting  of any planning permission  for  such
               works  or  fixed assets and which has  not  yet
               become  payable by reason of the non-fulfilment
               of any such condition; and
          
          (iii)any such cost payable on deferred payment
               terms   which   are  normal  in  the   business
               concerned and not entered into primarily  as  a
               means  of  raising finance, and  which  do  not
               involve any deferral of payment of any sum  for
               more than six months;
     
     (c)  moneys  received in consideration for the supply  of
          goods  and/or  services to the extent received  more
          than six months before the due date for their supply
          (but excluding any liability in respect of bona fide
          advance   payments   and  deposits   received   from
          customers in the ordinary course of trade);
     
     (d)  instalments   under  conditional   sale   agreements
          entered  into  primarily  as  a  method  of  raising
          finance;
     
     (e)  payments  under leases (whether in respect of  land,
          machinery,  equipment  or  otherwise)  and  payments
          under   hire   purchase   agreements   and   similar
          agreements and instruments, in each case where those
          leases,  agreements or instruments  are  treated  as
          finance  leases  in accordance with  the  Applicable
          Accounting Principles;
     
     (f)   (i) any guarantee, indemnity, letter of credit  or
               other legally binding instrument to
               assure  payment of, or against loss in  respect
               of  non-payment  of,  any of  the  indebtedness
               specified  in this definition and any  counter-
               indemnity in respect of any thereof; and/or
          
          (ii) any   legally   binding  agreement   or   other
               instrument entered into in connection with  any
               of   the   indebtedness   specified   in   this
               definition requiring, or giving any person  the
               right  (contingently or otherwise) to  require,
               that  any other person invest in, make advances
               to, purchase assets of or maintain the solvency
               or  financial  condition of any  other  person;
               and/or
          
          (iii)any recourse under any form of assurance,
               undertaking or support of a type referred to in
               paragraph   (b)(iii)  of  the   definition   of
               "Project Finance Indebtedness";
     
     (g)  any  interest  rate and/or currency  swap,  and  any
          other  interest or currency protection,  hedging  or
          financial futures transaction or arrangement; or
     
     (h)  transactions  which involve or have  the  commercial
          effect  of the borrowing of commodities  as part  of
          an  arrangement  for  or  in  substitution  for  the
          raising   of  finance,  the  value  of  indebtedness
          concerned for this purpose being the sum which  must
          be  paid  and/or  the value in money  terms  of  the
          commodities   which  must  be   delivered   by   the
          "borrower" to, or to the order of, the "lender"
     
     "First Test Date"
          
     means  the  first date on which a financial  covenant  in
     Clause 19.28(c) (Financial covenants) is tested, being:
     
     (a)  in   the   case  of  Clause  19.28(c)(i)  (Financial
          covenants), 30th June, 1997; and
     
     (b)  in   the  case  of  Clause  19.28(c)(ii)  (Financial
          covenants):
     
          (i)  if  the  Target becomes a member of  the  Group
               within  6 weeks of the end of the then  current
               quarterly  Accounting Period, the last  day  of
               the next quarterly Accounting Period; or
          
          (ii) in  all  other  cases,  the  last  day  of  the
               quarterly Accounting Period in which the Target
               becomes a member of the Group.
     
     "Group"
          
     means  at  any  time the Company and its Subsidiaries  at
     that time.
     
     "Guarantee"
          
     means  the guarantee to be issued by the Issuing Bank  in
     favour of the Beneficiaries, substantially in the form of
     Schedule 6.
     
     "Guarantee Outstandings"
          
     means,  at  any time, the amount of the maximum liability
     (whether  actual  or contingent) of the Banks  under  the
     Guarantee.
     
     "Holding Company"
          
     has  the  meaning  given  to it in  Section  736  of  the
     Companies Act 1985.
     
     "Information Memorandum"
          
     means  the Information Memorandum prepared by the Company
     in connection with the Syndication.
     
     "Initial Capital Injection"
          
     means  an  amount  (in  a  minimum  aggregate  amount  as
     specified  in the Syndication Letter) of paid  up  equity
     share  capital or paid in capital contributions,  or  any
     combination of the two, to be subscribed for  in,  or  on
     lent  to,  the Company by the Parent prior to any Request
     being made.
     
     "Interest Period"
          
     means  each period selected in accordance with Clause  10
     (Interest Periods).
     
     "Issue Date"
          
     means the date of issue of the Guarantee.
     
     "LIBOR"
          
     means  the arithmetic mean (rounded upward to the nearest
     four  decimal  places) of the rates, as supplied  to  the
     Agent  at  its request, quoted by the Reference Banks  to
     leading banks in the London interbank market at or  about
     11.00 a.m. on the first day of an Interest Period for the
     offering  of deposits in Sterling for a period comparable
     to the Interest Period.
     
     "Licence"
          
     means  a  public  electricity supply licence  held  by  a
     member  of the Group and issued pursuant to Section  6(1)
     of  the  Act,  as modified or supplemented from  time  to
     time.
     
     "Licenceholder"
          
     means  at  any  time the member of the Group  which  then
     holds a Licence.
     
     "Licence Undertaking"
          
     means  any  undertaking or assurance given in  connection
     with  the  Offer by any one or more of the  Company,  the
     Target  or  any Affiliate of any of them to the  Director
     General   or  the  Secretary  of  State  concerning   the
     management  and/or  ownership  of  and/or  other  matters
     concerning the Target once it has become a Subsidiary  of
     the Company.
     
     "Loan"
          
     means  a  Facility  A  Loan,  a  Facility  B  Loan  or  a
     Facility C Loan.
     
     "Loan Note"
          
     means  any loan note offered or issued by the Company  to
     shareholders of the Target in connection with the Offer.

     "Major Default"
          
     means  an Event of Default arising as a result of an  act
     of,  omission by, or circumstance affecting  the  Company
     (other   than   one  relating  to  the  Target   or   its
     Subsidiaries)  and which is referred to  in  Clause  20.2
     (Non-payment)  or  Clauses  20.6  (Insolvency)  to   20.8
     (Appointment  of  receivers and  managers)  inclusive  or
     20.10  (Analogous  proceedings) to  20.12  (Unlawfulness)
     inclusive.
     
     "Majority Banks"
          
     means, at any time, Banks:-
     
     (a)  whose  participations in all Loans then  outstanding
          aggregate  more than 662/3 per cent.  of  all  Loans
          then outstanding; or
     
     (b)  if  there  are  no  Loans  then  outstanding,  whose
          Commitments then aggregate more than 662/3 per cent.
          of the Total Commitments; or
     
     (c)  if there are no Loans then outstanding and the Total
          Commitments   have  been  reduced  to  zero,   whose
          Commitments aggregated more than 662/3 per cent.  of
          the   Total   Commitments  immediately  before   the
          reduction.
     
     "Margin"
          
     means,  subject to Clause 11.1(b) (Interest Rate) and  to
     paragraph  (d) below and with effect from each applicable
     Margin Adjustment Date:
     
     (a)   in  respect of a Facility A Loan, at any time  when
     the Capitalisation Ratio is:
     
          (i)  greater than 80 per cent., 1.50 per cent.  per
               annum;
          
          (ii) equal to or less than 80 per cent., but greater
               than 75 per cent., 1.15 per cent. per annum;
          
          (iii)equal  to or less than 75 per cent.,  but
               greater  than 70 per cent., 0.90 per cent.  per
               annum;
          
          (iv) equal to or less than 70 per cent., but greater
               than 65 per cent., 0.70 per cent. per annum;
          
          (v)  equal to or less than 65 per cent., but greater
               than 60 per cent., 0.575 per cent. per annum;
          
          (vi) equal to or less than 60 per cent., but greater
               than  55  per cent., 0.45 per cent. per  annum;
               and
          
          (vii)equal to or less than 55 per cent.,  0.30
               per cent. per annum,
          
          subject  to  a maximum, until the date  falling  six
          months after the date of this Agreement, of 1.25 per
          cent. per annum;
          
     (b)  in respect of a Facility B Loan:
     
          (i)  for  the period from the date of this Agreement
               up  to  (and including) the date falling  three
               months  after the date of this Agreement,  0.25
               per cent. per annum; and
          
          (ii) thereafter,   the   Margin   which   would   be
               applicable to a Facility A Loan, as set out  in
               paragraph (a) above;
          
     (c)  in respect of a Facility C Loan:
     
          (i)  at  any  time on or prior to the date on  which
               the  Facility B Loans are prepaid or repaid  in
               full, the Margin which would be applicable to a
               Facility  A  Loan, as set out in paragraph  (a)
               above; and
          
          (ii) thereafter, 0.25 per cent. per annum; and
          
     (d)  if,  on  the first anniversary of the date  of  this
          Agreement, the Facility B Loans have not been  fully
          repaid or prepaid, then either:-
     
          (i)  the  Company  will procure a guarantee  of  the
               outstanding Facility B Loans on terms and  from
               an  entity  acceptable to all of the  Banks  in
               their sole discretion in which case:-
          
               (A)  the  Margin on the Facility B Loans  shall
                    be   the   same  Margin  which  would   be
                    applicable  to a Facility A Loan,  as  set
                    out in paragraph (a) above; and
               
               (B)  the  provisions of paragraph (b) of Clause
                    8 (Repayment) shall not apply; or
     
          (ii) if  the Company has not procured a guarantee of
               the  outstanding Facility B Loans on terms  and
               from  an entity acceptable to all of the  Banks
               in their sole discretion, then:-
          
               (A)  from the first anniversary of the date  of
                    this  Agreement up to the date falling  18
                    months  after the date of this  Agreement,
                    the   Margin   for   Facility   A   Loans,
                    Facility  B  Loans  and Facility  C  Loans
                    shall increase to 0.50 per cent. per annum
                    above  the rate which otherwise  would  be
                    applicable under paragraph (a), (b) or (c)
                    above; and
          
               (B)  from the date falling 18 months after  the
                    date of this Agreement up to and including
                    the  Facility B Final Repayment Date,  the
                    Margin  on  Facility A Loans,  Facility  B
                    Loans  and Facility C Loans shall increase
                    to  1  per cent. per annum above the  rate
                    which  otherwise would be applicable under
                    paragraph (a), (b) or (c) above.
     
     "Margin Adjustment Date"
          
     means in respect of a Loan:
     
     (a)  the  Business  Day following any Subsequent  Capital
          Injection;
     
     (b)  the  first day of the first Interest Period for that
          Loan  commencing  after each  determination  of  the
          Capitalisation  Ratio  following  delivery  by   the
          Company of a certificate under Clause 19.2(c)(i)  or
          (ii) (Financial information); and
     
     (c)  if  paragraph (d)(ii) of the definition of Margin is
          applicable,  the first anniversary of  the  date  of
          this  Agreement  and/or the date falling  18  months
          after the date of this Agreement, as appropriate.
     
     "Material Subsidiary"
          
     means:
     
     (a)  the Target;
     
     (b)  any  member of the Group (other than the Company and
          any Project Finance Subsidiary):
     
          (i)  which is the Licenceholder; or
     
          (ii) whose  pre-tax profits represent at  least  ten
               per  cent. of the consolidated pre-tax  profits
               of the Group; or
     
         (iii) the  book  value  of whose  gross  assets
               represents  at  least  ten  per  cent.  of  the
               consolidated gross assets of the Group,
     
          and for this purpose:
     
          (A)  in  the  case  of  a company which  itself  has
               Subsidiaries, the calculation shall be made  by
               using the consolidated pre-tax profits or gross
               assets,  as  the case may be,  of  it  and  its
               Subsidiaries;
     
          (B)  all   calculations   of  consolidated   pre-tax
               profits  or  gross  assets  shall  be  made  by
               reference to:
     
               (1)  the   latest  accounts  of  the   relevant
                    company  (or,  as  the  case  may  be,   a
                    consolidation of the accounts  of  it  and
                    its Subsidiaries) used for the purpose  of
                    the  then  latest unaudited  quarterly  or
                    audited  annual consolidated  accounts  of
                    the  Group  delivered to the  Agent  under
                    Clause 19.2 (Financial information); and
          
               (2)  those unaudited quarterly or, as the  case
                    may   be,   audited  annual   consolidated
                    accounts of the Group;
          
               and  shall  be  made  in  accordance  with  the
               Applicable Accounting Principles; or
               
     (c)  any  member of the Group (other than the Company and
          any   Project  Finance  Subsidiary)  which  is   not
          otherwise   a   Material   Subsidiary   under   this
          definition  but  to  which any  Material  Subsidiary
          transfers  in  any annual Accounting Period  all  or
          substantially  all  of  its  assets;  the   Material
          Subsidiary  from  which the assets were  transferred
          shall  cease to be a Material Subsidiary unless  and
          until  it is shown to be a Material Subsidiary under
          any other paragraph of this definition.
     
     In the event of any dispute as to whether a Subsidiary is
     or  is not at any time a Material Subsidiary the question
     shall  be  referred  to  the Auditors  for  determination
     according to the provisions of this definition (acting as
     experts  at  the cost of the Company) and their  decision
     shall  be  conclusive and binding on the Parties  in  the
     absence of manifest error.
     
     "Minimum Subsequent Capital Injection"
     
     means  the minimum aggregate amount (as specified in  the
     Syndication Letter) of Subsequent Capital Injections.
     
     "MLA Cost"
          
     means  the  cost imputed to the Banks of compliance  with
     the  Mandatory Liquid Assets requirements of the Bank  of
     England  during  each  Interest  Period,  determined   in
     accordance with Schedule 3.
     
     "MMC Referral"
          
     means  a referral of the Offer by the Secretary of  State
     to the Monopolies and Mergers Commission.
     
     "Novation Certificate"
          
     has the meaning given to it in Clause 28.3 (Procedure for
     novations).
     
     "Offer"
          
     means  the  offer  made or proposed to be  made  for  the
     Shares by or on behalf of the Company to the shareholders
     of  the Target substantially on the terms referred to  in
     the   Press  Release,  as  such  offer  may  be  amended,
     extended, varied and/or waived.
     
     "Offer Costs"
          
     means  all costs, fees and expenses (including  taxes  or
     similar  charges  thereon) and  all  stamp,  documentary,
     registration and similar taxes or charges incurred by  or
     on  behalf  of the Company in connection with the  Offer,
     including the preparation, negotiation and entry into  of
     the Finance Documents.
     
     "Offer Documents"
          
     means each of the documents issued or to be issued by the
     Company to the shareholders of the Target (including  the
     forms of acceptance) in respect of the Offer.
     
     "Offer Utilisation"
          
     means any of the following Utilisations:-
     
     (a)  a  Facility  A Loan or Facility B Loan borrowed  for
          the purpose of financing or refinancing the costs of
          the  Acquisition or consideration payable  to  Share
          Option  Holders and Loan Note Holders in  connection
          with the Acquisition; or
     
     (b)  the Guarantee.
     
     "Panel"
          
     means The Panel on Takeovers and Mergers.
     
     "Parent"
          
     means  Entergy  Power UK Holding Limited (Registered  No.
     3261305).
     
     "Party"
          
     means a party to this Agreement.
     
     "Permitted Transaction"
          
     means:
     
     (a)  a   reconstruction,  amalgamation,   reorganisation,
          merger  or consolidation of a Borrower or a Material
          Subsidiary on terms approved by the Majority Banks;
     
     (b)  a  disposal of assets permitted by the terms of this
          Agreement; or
     
     (c)  a  solvent liquidation, dissolution or winding-up of
          a  Material Subsidiary (other than the Target or the
          Licenceholder)  which  does  not  have  a   Material
          Adverse Effect.
     
     "Pooling and Settlement Agreement"
          
     means  the agreement dated 30th March, 1990 made  by  the
     Target  with  the National Grid Company  plc  and  others
     setting out the rules and procedures for the operation of
     an electricity trading pool and of a settlement system.
     
     "Press Release"
          
     means the press release referred to in Part I of Schedule
     2  to  be  made by or on behalf of the Company announcing
     the terms of the Offer.
     
     "Project Finance Indebtedness"
          
     means  any  Borrowing  which  finances  the  acquisition,
     development, ownership and/or operation of an asset:
     
     (a)   which  is incurred by a Project Finance Subsidiary;
     or
     
     (b)  in  respect of which the person or persons  to  whom
          the  Borrowing  is or may be owed  by  the  relevant
          debtor (whether or not a member of the Group) has or
          have  no  recourse whatsoever to any member  of  the
          Group  (other than to a Project Finance  Subsidiary)
          for its repayment other than:
     
          (i)  recourse  to the debtor for amounts limited  to
               the  cash  flow  or net cash flow  (other  than
               historic  cash flow or historic net cash  flow)
               from the asset; and/or
          
          (ii) recourse to the debtor for the purpose only  of
               enabling  amounts to be claimed in  respect  of
               that   Borrowing  in  an  enforcement  of   any
               Security Interest given by the debtor over  the
               asset   or  the  income,  cash  flow  or  other
               proceeds  deriving from the asset (or given  by
               any  shareholder or the like in the debtor over
               its  shares or like interest in the capital  of
               the  debtor) to secure the Borrowing  but  only
               if:
          
                    (A)   the  extent of the recourse  to  the
                    debtor is limited solely to the amount  of
                    any    recoveries   made   on   any   such
                    enforcement; and
          
                    (B)    that  person  or  persons  are  not
                    entitled, by virtue of any right or  claim
                    arising out of or in connection with  that
                    Borrowing, to commence proceedings for the
                    winding up or dissolution of the debtor or
                    to  appoint or procure the appointment  of
                    any receiver, trustee or similar person or
                    officer in respect of the debtor or any of
                    its  assets  (other than  the  assets  the
                    subject of that Security Interest); and/or
          
         (iii) recourse  to  the  debtor  generally,  or
               directly  or  indirectly to  a  member  of  the
               Group, under any form of assurance, undertaking
               or  support,  which recourse is  limited  to  a
               claim   for   damages  (other  than  liquidated
               damages  and damages required to be  calculated
               in a specified way) for breach of an obligation
               (other   than  a  payment  obligation   or   an
               obligation to procure payment by another or  an
               indemnity  in respect thereof or any obligation
               to  comply or to procure compliance by  another
               with  any  financial ratios or other  tests  of
               financial condition) by the person against whom
               such recourse is available.
          
     "Project Finance Subsidiary"
          
     means  any  Subsidiary  of the Company  (other  than  the
     Licenceholder):
     
     (a)  which  is  a  company  whose  principal  assets  and
          business   are   constituted   by   the   ownership,
          acquisition,  development  and/or  operation  of  an
          asset whether directly or indirectly;
     
     (b)  none of whose Borrowings in respect of the financing
          of  the  ownership, acquisition, development  and/or
          operation  of  an asset benefits from  any  recourse
          whatsoever  to any member of the Group  (other  than
          the  Subsidiary  itself or another  Project  Finance
          Subsidiary) in respect of its repayment,  except  as
          expressly referred to in paragraph (b)(iii)  of  the
          definition of Project Finance Indebtedness  in  this
          Clause 1.1 (Definitions); and
     
     (c)  which has been designated as such by the Company  by
          notice to the Agent.  However, the Company may  give
          notice  to  the Agent at any time that  any  Project
          Finance  Subsidiary is no longer a  Project  Finance
          Subsidiary, whereupon it shall cease to be a Project
          Finance Subsidiary.
          
     "Qualifying Bank"
          
     means:-
     
     (a)  a  bank as defined in Section 840A of the Income and
          Corporation  Taxes Act 1988 which, for the  purposes
          of  Section 349 of the Income and Corporation  Taxes
          Act  1988,  is  within the charge to United  Kingdom
          corporation tax as regards any interest received  by
          it  under  this  Agreement,  except  that,  if  that
          Section  is  repealed,  modified,  extended  or  re-
          enacted, the Agent may at any time and from time  to
          time  (acting  reasonably) amend this definition  to
          reflect  such  repeal,  modification,  extension  or
          enactment by giving notice of the amended definition
          to the Company; or
     
     (b)  a  person  carrying on a bona fide banking  business
          who  is  resident (as such term is  defined  in  the
          appropriate  Double Taxation Treaty)  in  a  country
          with  which  the  United Kingdom has an  appropriate
          Double  Taxation  Treaty giving  residents  of  that
          country  full exemption from United Kingdom taxation
          on  interest and does not carry on business  in  the
          United  Kingdom  through  a permanent  establishment
          with which the indebtedness under this Agreement  in
          respect of which the interest is paid is effectively
          connected.
     
     "Reduction Date"
          
     means the date falling three years after the date of this
     Agreement.
     
     "Reference Banks"
          
     means,  subject  to  Clause 28.5 (Reference  Banks),  the
     principal London offices of ABN AMRO Bank N.V.,  Bank  of
     America National Trust and Savings Association and  Union
     Bank of Switzerland.
     
     "Relevant Percentage"
          
     means, in relation to a Bank, the proportionate liability
     of  that  Bank under the Guarantee, being the  proportion
     its  Commitments bear to the Total Commitments, expressed
     as a percentage.
     
     "Repayment Date"
          
     means a Facility B Repayment Date or the last day of  the
     Interest  Period  of a Facility A Loan or  a  Facility  C
     Loan.
     
     "Request"
          
     means  a  request made by a Borrower for a  Loan  or  the
     Guarantee, substantially in the form of Schedule 4.
     
     "Rollover Loan"
          
     means  a  Facility  A  Loan or a  Facility  C  Loan,  the
     principal  amount of which is less than or  equal  to  an
     outstanding  Facility A Loan or Facility C Loan,  as  the
     case  may be, and whose Drawdown Date coincides with  the
     Repayment  Date of that outstanding Facility  A  Loan  or
     Facility C Loan, as the case may be.
     
     "Secretary of State"
          
     means the Secretary of State as referred to in the Act.
     
     "Security Account"
     
     has the meaning given to it in the Debenture.
     
     "Security Interest"
          
     means  any  mortgage,  pledge, lien, charge,  assignment,
     hypothecation or security interest or any other agreement
     or arrangement having the effect of conferring security.
     
     "Share Option"
          
     means an option to acquire shares in the Target.
     
     "Share Option Holder"
          
     means any holder of a Share Option.
     
     "Shares"
          
     means  all the issued shares (and Share Options)  in  the
     capital of the Target (including any shares of the Target
     issued while the Offer remains open for acceptance).
     
     "Sterling"
          
     means  the  lawful  currency for the time  being  of  the
     United Kingdom.
     
     "Subordinated Debt"
          
     means  a  separate unsecured loan to the Company  from  a
     shareholder,  or  an Affiliate of a shareholder,  of  the
     Company  and/or  any  other person permitted  under  this
     Agreement which:
     
     (a)  has  a  maturity  date falling after  the  later  of
          Facility  A Final Repayment Date and the Facility  C
          Final Repayment Date;
     
     (b)  is  not  capable of acceleration (other than in  the
          event  of  insolvency  or an insolvency  proceeding)
          whilst  any amount may be or become payable  by  any
          Borrower under the Finance Documents or any  of  the
          Commitments remain in effect; and
     
     (c)  is  subordinated  (as regards priority  of  payment,
          ranking, rights of enforcement and all other rights)
          as  to  principal,  interest and all  other  amounts
          payable  on  or in respect thereof and any  and  all
          claims  (including for damages) related  thereto  to
          all  amounts which may be or become payable  by  the
          Borrowers under the Finance Documents,
     
     all in accordance with a Subordination Agreement.
     
     "Subordination Agreement"
          
     means  a  subordination  agreement  entered,  or  to   be
     entered,  into  by the Agent, the Company and  any  other
     person in respect of Subordinated Debt, substantially  in
     the form of Schedule 9.
     
     "Subsequent Capital Injection"
          
     means (following the Initial Capital Injection) either:
     
     (a)  another  contribution of paid up equity  capital  in
          the  Company  either by way of the  issuing  by  the
          Company  of additional share capital or  by  way  of
          capital contribution; and/or
     
     (b)  another    loan   to   the   Company,   constituting
          Subordinated Debt,
     
     where the aggregate of the proceeds of the equity capital
     issued,  transferred or contributed and/or the  principal
     amount  of  the  Subordinated Debt are to be  applied  in
     prepayment  of  the  Loans  to  the  extent  required  by
     Clause 9.6 (Mandatory prepayment/cancellation).
     
     "Subsidiary"
          
     means:-
     
     (a)  a  subsidiary within the meaning of Section  736  of
          the Companies Act 1985, as amended by Section 144 of
          the Companies Act 1989; and
     
     (b)  for   the   purposes  of  Clauses  19.28  (Financial
          covenants) and any financial information relating to
          the  Group,  a  subsidiary  undertaking  within  the
          meaning of Section 21 of the Companies Act 1989.
     
     "Surplus Cashflow"
          
     means,  for  any period for which Cashflow is calculated,
     Cashflow  for  that  period less the obligations  of  the
     Group  in  respect  of Financial Indebtedness  which  are
     actually paid during that period.
     
     "Swap Document"
          
     means  any interest rate hedging agreement (substantially
     in  the form agreed by the Company and the Agent prior to
     the  date of this Agreement) entered into by the  Company
     with  any of the Banks party to this Agreement as at  the
     date  of this Agreement and any confirmation entered into
     pursuant to any such agreement.
     
     "Syndication"
          
     means  the  primary  syndication (including  the  initial
     syndication   to  sub-underwriters  and  the   subsequent
     general syndication) by the Arrangers of the Facilities.
     
     "Syndication Agreement"
          
     means an agreement substantially in the form of Part  III
     of Schedule 5.
     
     "Syndication Letter"
          
     means a letter dated the date of this Agreement from  the
     Arrangers  to  the Company in respect of the  Syndication
     and other matters.
     
     "Target"
          
     means London Electricity plc (Registered no. 2366852).
     
     "Total Commitments"
          
     means  the aggregate of the Total Facility A Commitments,
     the Total Facility B Commitments and the Total Facility C
     Commitments,  being 1,250,000,000 pounds at the  date  of  this
     Agreement.
     
     "Total Facility A Commitments"
          
     means the aggregate for the time being of the Facility  A
     Commitments,  being the amount agreed in the  Syndication
     Letter.
     
     "Total Facility B Commitments"
          
     means the aggregate for the time being of the Facility  B
     Commitments,  being the amount agreed in the  Syndication
     Letter.
     
     "Total Facility C Commitments"
          
     means the aggregate for the time being of the Facility  C
     Commitments,  being the amount agreed in the  Syndication
     Letter.
     
     "Unconditional Acceptances Date"
          
     means  the date on which the Offer is declared or becomes
     unconditional as to acceptances.
     
     "Utilisation"
          
     means a Loan or the Guarantee.
     
     "Utilisation Date"
          
     means a Drawdown Date or the Issue Date.
     
1.2  Construction

(a)  In this Agreement, unless the contrary intention appears,
a reference to:

     (i)  "assets" includes properties, revenues and rights of
          every description;
     
          an   "authorisation"  includes   an   authorisation,
          consent,  approval, resolution, licence,  exemption,
          filing, registration and notarisation;
     
          something having a "Material Adverse Effect"  is  to
          its  having, or being reasonably likely to  have,  a
          material adverse effect on the ability of a Borrower
          to perform and comply with:
     
          (A)  its   payment  obligations  under  any  Finance
               Document; or
          
          (B)  its  obligations under Clause 19.28  (Financial
               Covenants); or
          
          (C)  any other of its material obligations under the
               Finance Documents;
     
          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  calendar
          month, except that:
     
          (1)  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 calendar month; or
          
          (2)  if  an  Interest Period commences on  the  last
               Business Day of a calendar month, that Interest
               Period  shall end on the last Business  Day  in
               the calendar month in which it is to end; and
     
          a   "regulation"  includes  any  regulation,   rule,
          official directive, request or guideline (whether or
          not  having the force of law, but if not having  the
          force  of law being of a type with which the  person
          concerned   is   accustomed  to   comply)   of   any
          governmental body, agency, department or regulatory,
          self-regulatory or other authority or organisation;
     
     (ii) a  provision  of  a  law  is  a  reference  to  that
          provision as amended or re-enacted;
     
    (iii) a  Clause  or a Schedule is a reference  to  a
          clause of or a schedule to this Agreement;
     
     (iv) a  person  includes  its  successors  and  permitted
          assigns;
     
     (v)  a   Finance  Document  or  another  document  is   a
          reference  to  that Finance Document or  that  other
          document as amended, novated, supplemented, replaced
          or renewed; and
     
     (vi) a time of day is a reference to London time.

(b)  Unless the contrary intention appears, a term used in any
     other Finance Document or in any notice given under or in
     connection with any Finance Document has the same meaning
     in that Finance Document or notice as in this Agreement.

(c)  The  index to and the headings in this Agreement are  for
     convenience only and are to be ignored in construing this
     Agreement.

2.   THE FACILITIES

2.1  Facilities

     Subject  to  the  terms  of  this  Agreement,  the  Banks
     irrevocably   grant  to  the  Borrowers   the   following
     facilities:-
     
     (a)  Facility  A  -  a committed guarantee and  revolving
          credit  facility under which, when requested by  the
          Company:-
     
          (i)  the  Issuing Bank shall issue the Guarantee  in
               an  amount  which,  when  aggregated  with  the
               amount  of any Facility A Loans outstanding  at
               that time, does not exceed the Total Facility A
               Commitments at that time; or
     
          (ii) the Banks shall make to the Company Loans up to
               an aggregate amount which, when aggregated with
               the  Guarantee Outstandings at that time,  does
               not exceed the Total Facility A Commitments  at
               that time;
     
     (b)  Facility  B  - a committed term loan facility  under
          which  the  Banks  shall,  when  requested  by   the
          Company,  make  to  the  Company  Loans  up  to   an
          aggregate  amount not exceeding, at  any  time,  the
          Total Facility B Commitments at that time; and
          
     (c)  Facility  C -  a committed revolving credit facility
          under  which the Banks shall, when requested by  the
          Target,  make to the Target Loans up to an aggregate
          amount  not  exceeding,  at  any  time,  the   Total
          Facility C Commitments at that time.

     No Bank  is  obliged  to lend at any time more  than  its
          Commitment(s).
     
2.2  Nature of a Finance Party's rights and obligations

(a)  The  obligations  of a Finance Party  under  the  Finance
     Documents  are  several. Failure of a  Finance  Party  to
     carry  out  those obligations does not relieve any  other
     Party of its obligations under the Finance Documents.  No
     Finance Party is responsible for the obligations  of  any
     other Finance Party under the Finance Documents.

(b)  The rights of a Finance Party under the Finance Documents
     are  divided  rights.  A Finance  Party  may,  except  as
     otherwise  stated  in  the Finance Documents,  separately
     enforce those rights.

2.3  Change of currency

(a)  If  more  than one currency or currency unit are  at  the
     same  time recognised by the laws of any country  as  the
     lawful currency of that country, then:
     
     (i)  any  reference in the Finance Documents to, and  any
          obligations arising under the Finance Documents  in,
          the  currency  of that country shall  be  translated
          into,  or  paid in, the lawful currency  or currency
          unit of that country designated by the Agent; and
     
     (ii) any  translation from one currency or currency  unit
          to another shall be at the official rate of exchange
          legally  recognised  by the  central  bank  for  the
          conversion  of that currency or currency  unit  into
          the  other,  rounded up or down by the Agent  acting
          in  accordance with any applicable law  on  rounding
          or,  if  there is no such law, acting reasonably  in
          accordance with its market practice.
     
(b)  If  a  change  in any currency of a country occurs,  this
     Agreement will be amended to the extent the Agent (acting
     reasonably)  specifies  to be necessary  to  reflect  the
     change in currency and to put the Banks (and, if possible
     and practicable, the Borrowers) in the same position,  so
     far  as  possible, that they would have  been  in  if  no
     change in currency had occurred.

3.   PURPOSE AND AVAILABILITY

(a)       (i)   The Company shall apply each Facility  A  Loan
          made to it towards:-

          (A)  financing  or  refinancing  the  cost  of   the
               Acquisition  and the fees, costs  and  expenses
               associated  with  the  Acquisition,   including
               under the procedures in Sections 428-430 of the
               Companies Act 1985;
          
          (B)  financing   or  refinancing  the  consideration
               payable  to Share Option Holders and Loan  Note
               Holders in connection with the Acquisition; or
          
          (C)  its   working  capital  or  general   corporate
               purposes.
          
     (ii) The  Guarantee  is to be issued for the  purpose  of
          guaranteeing  the obligations of the  Company  under
          the Loan Notes.
          
    (iii) Facility  A  Loans  may be  borrowed  and  the
          Guarantee  may be issued, subject to  the  terms  of
          this  Agreement, at any time after the Unconditional
          Acceptances Date and prior to the Facility  A  Final
          Repayment Date.
          
(b)       (i)   The Company shall apply each Facility  B  Loan
          made to it towards:-

          (A)  financing  or  refinancing  the  cost  of   the
               Acquisition  and the fees, costs  and  expenses
               associated  with  the  Acquisition,   including
               under the procedures in Sections 428-430 of the
               Companies Act 1985;
          
          (B)  financing   or  refinancing  the  consideration
               payable  to Share Option Holders and Loan  Note
               Holders in connection with the Acquisition; or
          
          (C)  financing the purchase of Shares in the  market
               up  to a maximum aggregate shareholding of 29.9
               per cent. of the Shares.
          
     (ii) Facility  B  Loans may be borrowed, subject  to  the
          terms  of  this Agreement, at any time on or  before
          the Facility B Term Date.

(c)       (i)   Upon its becoming a Borrower, the Target shall
          apply each Facility C Loan made to it towards:-
          
          (A)  refinancing  any  facilities  of   the   Target
               (excluding the refinancing of any Bond  Issues)
               outstanding  at  the date on which  the  Target
               becomes a Subsidiary of the Company; or
          
          (B)  its   working  capital  and  general  corporate
               purposes.

          (ii) Facility C Loans may be borrowed by the Target,
          subject to the terms of this Agreement, at any  time
          after the Target becomes a Borrower and prior to the
          Facility C Final Repayment Date.

(d)  Without affecting the obligations of any Borrower in  any
     way,  no Finance Party is bound to monitor or verify  the
     application of any Utilisation.

4.   CONDITIONS PRECEDENT

4.1  Documentary conditions precedent

(a)  The  obligations of each Finance Party to  the  Borrowers
     under   this  Agreement  are  subject  to  the  condition
     precedent that the Agent has notified the Company and the
     Banks  that it has received all of the documents set  out
     in Part I of Schedule 2.
     
(b)  The documents referred to in paragraph (a) above must  be
     (except for those mentioned in paragraph 4 of Part  I  of
     Schedule 2) in a form agreed by the Company and the Agent
     prior  to  the  date of this Agreement  or  in  form  and
     substance  satisfactory to the Agent.   The  Agent  shall
     promptly  notify the Company and the Banks of receipt  of
     those documents.
     
4.2  Further conditions precedent

     Subject  to  Clause 4.3 (Conditions precedent during  the
     Certain  Funds Period), the obligations of each  Bank  to
     participate  in a Utilisation are subject to the  further
     conditions precedent that:-
     
     (a)  on  both the date of the Request and the Utilisation
          Date:-
     
          (i)  the representations and warranties in Clause 18
               (Representations and warranties) to be repeated
               on  those  dates  are correct in  all  material
               respects  and  will be correct in all  material
               respects  immediately after the Utilisation  is
               made; and
          
          (ii) no  Default or (in the case of a Rollover Loan)
               no  Event  of  Default is outstanding  or  will
               result from the Utilisation;
          
     (b)  it  would not cause the Facility A Outstandings, the
          Facility  B Loans or the Facility C Loans to  exceed
          the   Total   Facility  A  Commitments,  the   Total
          Facility  B  Commitments or  the  Total  Facility  C
          Commitments, as the case may be; and
     
     (c)  it  would  not  result in there being more  than  15
          Utilisations outstanding at any time.
     
4.3  Conditions precedent during the Certain Funds Period

     Notwithstanding Clause 4.2 (Further conditions precedent)
     but   without   prejudice  to  Clause  4.1   (Documentary
     conditions  precedent),  the obligations  of  a  Bank  to
     participate  in an Offer Utilisation during  the  Certain
     Funds  Period is only subject to the conditions precedent
     that:-
     
     (a)   on  both  the date of the Request and the  Drawdown
     Date for that Offer Utilisation:-
     
          (i)  the  representations and warranties to be  made
               by the Company in respect of itself and set out
               in  Clauses  18.2(a) (Status), 18.3 (Power  and
               authority), 18.4 (Legal validity) and 18.5 (Non-
               conflict) are correct in all material  respects
               and  will  be correct in all material  respects
               immediately after the Utilisation is made;
     
          (ii) no  Major Default is outstanding or will result
               from the Utilisation; and
          
          (iii)      the  Office of Fair Trading has indicated
               in  writing that there will be no MMC  Referral
               or,  in  the case of a Facility B Loan for  the
               purpose   referred  to  in  Clause   3(b)(i)(C)
               (Purpose and Availability), there has  been  no
               MMC Referral;
          
     (b)  in  the  case of the first Loan borrowed during  the
          Certain  Funds  Period, all of the  Initial  Capital
          Injection has been, or together with the proceeds of
          that  Loan will on the Drawdown Date be, applied  in
          financing or refinancing the cost of the Acquisition
          and the fees, costs and expenses associated with the
          Acquisition;
     
     (c)  it  would  not cause the Facility A Outstandings  to
          exceed  the  Total  Facility A  Commitments  or  the
          Facility  B  Loans  to exceed the Total  Facility  B
          Commitments; and
     
     (d)   it  would  not result in there being more  than  15
     Utilisations outstanding at any time.
     
4.4  Lapse of the Offer

     If  the  Offer  is  withdrawn or  lapsed,  then,  without
     prejudice  to  the  other terms  of  this  Agreement,  no
     further  Loans  may be made on or after the  Cancellation
     Date.
     
5.   UTILISATIONS

5.1  Receipt of Requests

     (a)  A  Borrower may utilise a Facility by way of a  Loan
          if  the  Agent receives, not later than the relevant
          time, a duly completed Request.
     
     (b)  The  Company may utilise Facility A by  way  of  the
          Guarantee if the Agent receives, not later than  the
          relevant time, a duly completed Request.
     
     (c)  The relevant time for:
     
          (i)  a  Loan  to  be  made to finance  purchases  of
               Shares  in  the  market is  4.00  p.m.  on  the
               Business Day before its Drawdown Date;
          
          (ii) any other Loan is 9.00 a.m. on the Business Day
               before its Drawdown Date; and
          
         (iii) the Guarantee is 9.00 a.m. on the Business
               Day before the Issue Date.
     
5.2  Completion of Requests for Loans

     A  Request for a Loan will not be regarded as having been
     duly completed unless:-
     
     (a)  it  specifies whether the Loan is a Facility A Loan,
          a  Facility  B  Loan or a Facility C  Loan  and  the
          purpose for which the Loan is to be used;
     
     (b)  the Drawdown Date is a Business Day falling:
     
          (i)  in  the case of a Facility A Loan, on or  after
               the  Unconditional Acceptances Date and  before
               the Facility A Final Repayment Date;
          
          (ii) in  the case of a Facility B Loan,  after
               the  date  of  this Agreement  and  before  the
               Facility B Term Date; and

         (iii) in  the case of a Facility C Loan, on  or
               after  the Unconditional Acceptances  Date  and
               before the Facility C Final Repayment Date;
     
     (c)  the  principal amount of the Loan is  a  minimum  of
          10,000,000 pounds and an integral multiple of 5,000,000
          pounds;
     
     (d)  the   Interest  Period  specified  complies   with
          Clause 10 (Interest Periods); and
          
     (e)  the  payment  instructions  comply  with  Clause  12
          (Payments).
     
     Each Request is irrevocable.
     
5.3  Completion of Request for the Guarantee

     The  Request  for the Guarantee will not be  regarded  as
     having been duly completed unless it specifies:
     
     (a)  the maximum amount of the Guarantee, which must be a
          minimum  amount of 10,000,000 pounds and an  amount which
          would  not  cause  the Facility  A  Outstandings  to
          exceed the Total Facility A Commitments;
     
     (b)  the  Issue Date, being a Business Day falling  after
          the  Unconditional Acceptances Date and  before  the
          Facility A Repayment Date;
     
     (c)  the  Expiry  Date,  which shall be  not  later  than
          Facility A Repayment Date;
     
     (d)  the delivery instructions for the Guarantee; and
     
     (e)  the form of the Guarantee, which must be attached to
          the  Request  and be substantially in  the  form  of
          Schedule 6.
     
     Each Request is irrevocable.
     
5.4  Amount of each Bank's participation in the Utilisation

(a)  The  amount of a Bank's participation in a Loan  will  be
     the proportion of the Loan which its Commitments bear  to
     the Total Commitments on the proposed Drawdown Date.
     
(b)  The  amount  of  a Bank's participation in the  Guarantee
     will  be  the  proportion of the maximum  amount  of  the
     Guarantee  which  its  Commitments  bears  to  the  Total
     Commitments.
     
5.5  Notification of the Banks

(a)  The  Agent shall promptly notify each Bank of the details
     of the requested Loan and the amount of its participation
     in the Loan.

(b)  The Agent shall notify the Issuing Bank and each Bank  of
     the details of the requested Guarantee, including, in the
     case of each Bank, its Relevant Percentage in relation to
     the Guarantee.

5.6  Payment of Proceeds

     Subject  to  the terms of this Agreement,  each  relevant
     Bank shall make its participation in a Loan available  to
     the  Agent  for  the relevant Borrower  on  the  relevant
     Drawdown Date.
     
5.7  Delivery of Guarantee

     Subject to the terms of this Agreement:
     
     (a)  the Issuing Bank will execute the Guarantee prior to
          or  on (but to be effective from) the date requested
          in the Request as the Issue Date; and
     
     (b)  the Issuing Bank shall (through the Agent) issue the
          Guarantee on the Issue Date.

     If  the  Guarantee is executed by the Issuing Bank before
     the  Issue  Date  and/or the amount of the  Guarantee  is
     known, then, subject to the terms of this Agreement,  the
     Agent  is authorised to insert, on behalf of the  Issuing
     Bank,  the Issue Date and/or the relevant amount  in  the
     Guarantee on receipt of the relevant Request.
     
6.   CLAIMS UNDER THE GUARANTEE

6.1  Notification of claim

     If  a  Beneficiary makes a claim under the  Guarantee  in
     accordance  with  its  terms,  the  Issuing  Bank   shall
     promptly  notify the Agent of the claim.  If a claim  has
     been  made on the Issuing Bank and notified to the Agent,
     the Agent shall promptly notify the Company and each Bank
     specifying:-

     (a)  the  latest  date on which payment may  be  made  in
          respect of the claim (the "Payment Date");

     (b)  the  amount of the claim (the "Claimed Amount")  and
          each  Bank's  Relevant  Percentage  of  the  Claimed
          Amount; and
     
     (c)  the  details of the Issuing Bank's account to  which
          payment is to be made.

6.2  Payment by the Company

     The  Company  shall,  not later than  9.30  a.m.  on  the
     Business  Day  preceding the Payment  Date,  pay  to  the
     Issuing Bank the Claimed Amount.

6.3  Payment by the Banks

(a)  If  the  Issuing Bank has not received the Claimed Amount
     from  the  Company  by  9.30 a.m.  on  the  Business  Day
     preceding the Payment Date, it shall notify the Agent  by
     not later than 10.30 a.m. on that day.

(b)  The  Agent shall, if notified under paragraph (a)  above,
     notify  each Bank not later than 12.00 noon on  the  same
     day.

(c)  Each  Bank shall, if notified under paragraph (b)  above,
     pay to the Issuing Bank, not later than 12.00 noon on the
     Payment  Date,  that Bank's Relevant  Percentage  of  the
     unpaid amount of the Claimed Amount.

6.4  Default by Banks

(a)  If  any  Bank  (a "Defaulting Bank") fails  to  make  any
     payment  due from it for the account of the Issuing  Bank
     under  Clause 6.3 (Payment by the Banks), then until  the
     Issuing  Bank has been reimbursed in respect  thereof  in
     full  (but without prejudice to the obligations  of  that
     Defaulting Bank to make such payment):

     (i)  the  Defaulting  Bank shall hold on  trust  for  the
          Issuing  Bank  the benefit of any  security  now  or
          hereafter created to secure the obligations  of  the
          Borrowers  under this Agreement and  to  which  that
          Defaulting Bank would have been entitled had it made
          such payment; and
     
     (ii) for the purposes of determining the constitution  of
          the Majority Banks:
     
          (A)  the  Issuing Bank shall be treated as having  a
               Facility  A  Commitment equal to  that  of  the
               Defaulting Bank (in addition to the Facility  A
               Commitment  (if  any) which  the  Issuing  Bank
               already had in its capacity as a Bank); and
          
          (B)  that Defaulting Bank shall be treated, for such
               purpose   only,   as  having  no   Facility   A
               Commitment.
          
(b)  The  rights  conferred  upon the  Issuing  Bank  in  this
     Clause  6.4 are in addition to any other rights which  it
     may have against a Defaulting Bank.

6.5  Indemnity by the Banks

     Without limiting the liability of the Company under  this
     Agreement, each Bank shall forthwith on demand  indemnify
     the  Issuing  Bank  for its Relevant  Percentage  of  any
     liability or loss incurred by the Issuing Bank in any way
     relating  to or arising out of its acting as the  Issuing
     Bank,  except  to the extent that the liability  or  loss
     arises  directly from the Issuing Bank's gross negligence
     or wilful misconduct.

7.   COUNTER-INDEMNITY

7.1  Indemnity from the Company

(a)  The Company agrees to pay to the Agent for the account of
     each Bank on demand from the Agent an amount equal to and
     in   the  same  currency  as  each  amount  demanded   in
     accordance with paragraph (b) below of, or paid  out  by,
     the  Bank  under  Clause 6.3 (Payment by  the  Banks)  in
     respect of the Guarantee and undertakes to indemnify  and
     hold  harmless  each Finance Party from and  against  all
     liabilities,  costs, losses, damages and expenses  (other
     than those of the type dealt with by Clauses 13.1 (Gross-
     up)  and 15.1 (Increased costs)) which any Finance  Party
     may  incur or sustain by reason of or arising in any  way
     whatsoever  in  connection with or by  reference  to  the
     issue  of  the  Guarantee  or  its  performance  of   the
     obligations  expressed  to be assumed  by  it  under  the
     Guarantee  save  to the extent that any  such  liability,
     cost, loss, damage or expense:

     (i)  is caused by the wilful misconduct, default or gross
          negligence of the Finance Party concerned; or
     
     (ii) represents  a  day to day cost of the Finance  Party
          incurred  by  it  in  the  ordinary  course  of  its
          business in connection with or by reference  to  the
          issue  of  the Guarantee or the performance  of  the
          obligations expressed to be assumed by it  under  or
          related to the Guarantee.

(b)  The   Company   and   each   Bank   unconditionally   and
     irrevocably:

     (i)  authorises and directs the Issuing Bank to  pay  any
          prima  facie  valid demand under and  in  accordance
          with  the  Guarantee issued for its account  without
          requiring  proof of the agreement of the Company  or
          any Bank that the amounts so demanded or paid are or
          were  due  and notwithstanding that the Company  may
          dispute the validity of any such request, demand  or
          payment;
     
     (ii) confirm  that  the Issuing Bank deals  in  documents
          only and shall not be concerned with the legality of
          the claim or any other underlying transaction or any
          set  off,  counterclaim or defence  as  between  the
          Company and any Beneficiary of the Guarantee; and

    (iii) agree  that  the Issuing Bank  need  not  have
          regard  to  the sufficiency, accuracy or genuineness
          of  any  such demand or any certificate or statement
          in  connection  therewith or any  incapacity  of  or
          limitation upon the powers of any person signing  or
          issuing such demand, certificate or statement  which
          appears  on  its face to be in order and agree  that
          the Issuing Bank shall not be obliged to enquire  as
          to  any  such matters and may assume that  any  such
          demand,  certificate or statement which  appears  on
          its  face  to  be in order is correct  and  properly
          made.
     
7.2  Waiver of defences

     The  Company  agrees  that  its  obligations  under  this
     Clause  7  shall  not be affected by any  act,  omission,
     matter  or  thing  which  but for  this  provision  might
     operate  to  release or otherwise exonerate  the  Company
     from  its obligations under this Clause 7 in whole or  in
     part,  including without limitation and  whether  or  not
     known to the Company:-

     (a)  any  time  or waiver granted by or composition  with
          any  Finance  Party,  a  Beneficiary  or  any  other
          person;

     (b)  any   taking,  variation,  compromise,  renewal   or
          release  of,  or refusal or neglect  to  perfect  or
          enforce,   any   rights,  remedies   or   securities
          available  to any Finance Party or any other  person
          arising under the Finance Documents; or

     (c)  any variation or replacement of any Finance Document
          or  any  other document so that references  to  that
          Finance  Document  or other document  shall  include
          each such variation or replacement.

7.3  Continuing indemnity

(a)  The  obligations of the Company under this Clause 7 shall
     be  continuing obligations, shall extend to the  ultimate
     balance  of all amounts expressed to be payable  by  each
     Borrower  under the Finance Documents and shall  continue
     in  force  notwithstanding any  intermediate  payment  in
     whole or in part of amounts payable under this Clause 7.

(b)  A  certificate  in writing signed by one of  the  Agent's
     officers  and  certifying the total amount due  from  the
     Company  shall be prima facie evidence of the matters  so
     certified.

7.4  Rights of subrogation

     Until all amounts which are or may become payable by  the
     Borrowers   under   the  Finance  Documents   have   been
     irrevocably  paid  in  full, the Company  shall  not,  by
     virtue  of  any payment made by it under or in connection
     with  or  referable  to this Clause 7  or  otherwise,  be
     subrogated  to  any rights, security or  moneys  held  or
     received by any Finance Party or be entitled at any  time
     to  exercise, claim or have the benefit of any  right  of
     contribution or subrogation or similar right against  any
     Finance Party.

7.5  Additional Security

     The  obligations of the Company under this Clause 7 shall
     be  in addition to and shall not be in any way prejudiced
     by any collateral or other security now or hereafter held
     by  any  Finance Party as security or any lien  to  which
     that Finance Party may be entitled.

7.6  Preservation of Rights

     No  invalidity or unenforceability of all or any part  of
     this  Clause  7 shall affect any rights of  indemnity  or
     otherwise  which any Finance Party would or may  have  in
     the absence of or in addition to this Clause 7.

8.   REPAYMENT

(a)  Subject to paragraph (b) below, each Borrower shall repay
     each Loan made to it in full on its Repayment Date to the
     Agent for the Banks.

(b)       (i)   The  Company  shall, subject to  sub-paragraph
                (ii)  below,  repay  each Facility  B  Loan  on
                the Facility B Final Repayment Date.

         (ii)   If,  on  the first anniversary of the date  of  this
                Agreement:

               (1)  any  amount is owing to the Banks under  or  in
               respect of any Facility B Loan; and
          
               (2)  the  Company  has  not  procured  an  effective
               guarantee of such amount on terms and  from  an
               entity  acceptable to all the  Banks  in  their
               sole discretion;
          
          then Facility B Loans shall be repaid by the Company
          on each date set out below in an amount equal to the
          relevant  percentage set opposite that date  of  the
          then outstanding Facility B Loans:
          
                 Date                Repayment Instalment
                                   
       1st anniversary of the         20 per cent. of the
                date                 Facility B Loans then
          of this Agreement               outstanding

                                                
       15 months after the date        25 per cent. of the
          of this Agreement           Facility B Loans then
                                           outstanding
                                                
       18 months after the date      33 1/3  per cent. of the
          of this Agreement           Facility B Loans then
                                           outstanding
                                                
       21 months after the date        50 per cent. of the
          of this Agreement           Facility B Loans then
                                           outstanding
                                                
     2nd anniversary of the date      100 per cent. of the
          of this Agreement           Facility B Loans then
                                          outstanding.

(c)  Subject  to  the terms of this Agreement, amounts  repaid
     under  Facility A or Facility C may subsequently  be  re-
     borrowed.

9.   PREPAYMENT AND CANCELLATION

9.1  Automatic cancellation of the Total Commitments

(a)  The   Facility  A  Commitment  of  each  Bank  shall   be
     automatically  cancelled  at close  of  business  on  the
     Facility A Final Repayment Date.

(b)  The   Facility  B  Commitment  of  each  Bank  shall   be
     automatically  cancelled  at close  of  business  on  the
     Facility B Term Date.

(c)  The   Facility  C  Commitment  of  each  Bank  shall   be
     automatically  cancelled  at close  of  business  on  the
     Facility C Final Repayment Date.

9.2  Voluntary cancellation

(a)  The Company may, by giving not less than 2 Business Days'
     prior  notice to the Agent, cancel the unutilised portion
     of   the  Total  Facility  A  Commitments  or  the  Total
     Facility  B Commitments in whole or in part (but,  if  in
     part,  in a  minimum  amount of 10,000,000  pounds and an 
     integral multiple  of 5,000,000 pounds). Any cancellation
     in part shall be  applied against the relevant Commitment
     of each Bank pro rata.

(b)  The  Target may, by giving not less than 2 Business Days'
     prior  notice to the Agent, cancel the unutilised portion
     of  the Total Facility C Commitments in whole or in  part
     (but, if in part, in a minimum amount of 10,000,000 pounds
     and an integral multiple of 5,000,000pounds). Any cancellation
     in part  shall  be applied against the Facility C Commitment
     of each Bank pro rata.

9.3  Voluntary prepayment

     A  Borrower  may at any time, by giving not less  than  5
     Business Days' prior notice to the Agent, prepay  a  Loan
     in  whole or in part (but, if in part, in minimum amounts
     of 10,000,000 pounds), subject to Clause 25 (Indemnities).

9.4  Additional right of prepayment and cancellation

     If  any Borrower is required to pay any amount to a  Bank
     under  Clause 13 (Taxes) or Clause 15 (Increased  Costs),
     the Borrower may, whilst the circumstances giving rise to
     the  requirement continue, serve a notice  of  prepayment
     and cancellation on that Bank through the Agent.  In this
     event:-

     (a)  on  the date falling 5 Business Days after the  date
          of service of the notice:
     
          (i)  each   Borrower  shall  prepay  that  Bank's
               participation in any Loans made to it  together
               with  all other amounts payable by it  to  that
               Bank under this Agreement; and
          
          (ii) the  Company  shall  pay  cash  cover  into   a
               Security  Account in an amount  equal  to  that
               Bank's   Relevant  Percentage  of  the  maximum
               aggregate  actual and contingent  liability  of
               the Banks under the Guarantee; and
     
     (b)  the  Bank's  Commitments shall be cancelled  on  the
          date of service of the notice.

9.5  Mitigation

     If  circumstances  arise which would,  or  would  on  the
     giving of notice, result in:
     
     (a)    any  additional  amounts  becoming  payable  under
     Clause 13.1 (Gross-up); or
     
     (b)   any  amount  becoming  payable  under  Clause  15.1
     (Increased costs); or
     
     (c)   any  prepayment  or cancellation  under  Clause  16
     (Illegality),
     
     then,  without limiting the obligations of the  Borrowers
     under  this Agreement and without prejudice to the  terms
     of Clauses 13.1 (Gross-up), 15.1 (Increased costs) and 16
     (Illegality), each Bank shall, in consultation  with  the
     Company, take such reasonable steps as may be open to  it
     to   mitigate   or  remove  the  relevant   circumstance,
     including  (without  limitation) the  transfer  with  the
     Company's  consent as specified in Clause 28.2 (Transfers
     by  Banks)  of  its  rights and  obligations  under  this
     Agreement  to  another  bank  or  financial  institution,
     unless to do so might (in the opinion of the Bank) have a
     material  adverse effect on its business,  operations  or
     financial  condition  or  be  contrary  to  its   banking
     policies or be otherwise prejudicial to it.

9.6  Mandatory prepayment/cancellation

(a)       (i)   At  any time when the Capitalisation Ratio  is
          stated (in a compliance certificate provided at  the
          end   of  each  quarterly  Accounting  Period  under
          Clause   19.2(c)(ii)  (Financial  information))   to
          exceed  65  per cent., the Company shall  provide  a
          calculation  of Available Surplus Cashflow,  Surplus
          Cashflow    and   Cashflow   in   that    compliance
          certificate.

          (ii) At the same time as the Company delivers to the
          Agent  the  compliance certificate  referred  to  in
          paragraph  (a) above, it shall pay an  amount  equal
          to:

                     (1)  if, at that time, the Capitalisation
               Ratio  exceeds 70 per cent., 100 per  cent.  of
               the  Available Surplus Cashflow (or such lesser
               amount as will, when applied by the Agent under
               paragraph  (c) below, reduce the Capitalisation
               Ratio to 70 per cent.); and

                     (2)  if, at that time, the Capitalisation
               Ratio  exceeds 65 per cent. but is equal to  or
               lower  than 70 per cent., 50 per cent.  of  the
               Available  Surplus Cashflow at  that  time  (or
               such lesser amount as will, when applied by the
               Agent  under  paragraph (c) below,  reduce  the
               Capitalisation Ratio to 65 per cent.),

          to the Agent to be placed in a Security Account.

(b)  The  Company  shall,  immediately upon  receipt,  pay  an
     amount  equal  to  the  net proceeds  of  any  Subsequent
     Capital Injection into a Security Account.

(c)       (i)   Subject to sub-paragraph (ii) below, the Agent
          shall, on the last day of each Interest Period for a
          Facility  B Loan, apply the amount standing  to  the
          credit  of  a  Security Account and referred  to  in
          paragraphs  (a)  and (b) above,  together  with  any
          interest  accrued  on that amount,   in  or  towards
          prepayment of the Facility B Loans.

          (ii) The  Company may require the Agent to apply the
          net proceeds  of a Subsequent Capital Injection  at
          any time  prior to the date the Agent is required to
          do so under  sub-paragraph  (i)  above by  giving  5
          Business Days' notice to the Agent.
     
(d)  Any  amount  in  a  Security Account  in  excess  of  the
     Facility  B  Loans outstanding on the date of application
     by  the  Agent under paragraph (c) above shall be applied
     as follows:

     (i)  if  applicable,  an  amount  equal  to  the  Minimum
          Subsequent Capital Injection less the amount applied
          in   prepayment  of  the  Facility  B   Loans   will
          (notwithstanding any other term of  this  Agreement)
          be  treated as Cashflow and, to the extent  required
          under  paragraph (a) above, be applied in prepayment
          of  the  Facility  A Loans in accordance  with  this
          Clause; and
     
     (ii) if  the  net  proceeds  of  any  Subsequent  Capital
          Injection received by the Company exceed the Minimum
          Subsequent  Capital Injection,  the  amount  of  any
          excess  may,  unless  a Default is  outstanding,  be
          distributed by the Company to the Parent.

     The Total Facility B Commitments and the Total Facility A
     Commitments  shall  be cancelled by  the  amount  of  any
     prepayment  of Facility B Loans or Facility A  Loans,  as
     the case may be, on the date of the prepayment.

(e)  If  a MMC Referral occurs, then the unutilised portion of
     the Total Commitments shall be automatically cancelled on
     the following Business Day as though this was a voluntary
     cancellation  under Clause 9.2 (Voluntary  cancellation).
     The   Company  shall  notify  the  Agent  forthwith  upon
     becoming aware of a MMC Referral.

9.7  Mandatory reduction of Commitments

     On  the  Reduction Date, the Total Facility A Commitments
     and the Total Facility C Commitments shall be reduced  by
     the   amount  (if  any)  required  to  ensure  that   the
     Capitalisation Ratio on that date does not exceed 65  per
     cent.

9.8  Miscellaneous provisions

(a)  Any  notice of prepayment and/or cancellation under  this
     Agreement  is  irrevocable. The Agent  shall  notify  the
     Banks promptly of receipt of any such notice.

(b)  All  prepayments  under  this  Agreement  shall  be  made
     together with accrued interest on the amount prepaid.

(c)  No  prepayment  or  cancellation is permitted  except  in
     accordance with the express terms of this Agreement.

(d)       (i)  Subject to the terms of this Agreement, amounts
          prepaid under Facility A and Facility C pursuant  to
          Clause  9.3  (Voluntary prepayment) may subsequently
          be re-borrowed.

          (ii) No other amount prepaid may subsequently be re-
          borrowed.

          (iii)       No   amount  of  the  Total  Commitments
          cancelled  under this Agreement may subsequently  be
          reinstated.

10.  INTEREST PERIODS

10.1 Interest Periods

(a)  Each  Facility  B  Loan  will  have  successive  Interest
     Periods.  The first Interest Period will commence on  the
     Drawdown  Date  for that Facility B Loan  and  subsequent
     Interest Periods will commence on expiry of its preceding
     Interest Period.

(b)  Each  Facility A Loan and each Facility C Loan will  have
     one Interest Period only.

(c)  Interest Periods may, subject to the other provisions  of
     this  Clause  10,  be  for  an approved  duration  or  an
     optional duration and:-

     (i)   "approved duration" means a period of  1,  3  or  6
     months; and

     (ii) "optional  duration" means any other  period  (other
          than an approved duration) of up to 12 months.

10.2 Selection of Interest Periods

(a)  The   Company  may  select  an  Interest  Period  for   a
     Facility B Loan in its Request (in the case of the  first
     Interest Period) or in a notice received by the Agent not
     later  than  9.00  a.m. on the Business  Day  before  the
     commencement  of  that Interest Period (in  the  case  of
     subsequent Interest Periods).

(b)  If  a  Borrower  fails  to select a  subsequent  Interest
     Period  for  a  Facility B Loan in  accordance  with  the
     notice  specified  in paragraph (a) above,  the  Interest
     Period  will,  subject to the other  provisions  of  this
     Clause 10, be 3 months.

(c)  The  relevant Borrower may select an Interest Period  for
     each Facility A Loan or Facility C Loan, as the case  may
     be, in its Request.

10.3 Selection of an optional duration

(a)  If  a  Borrower selects an Interest Period of an optional
     duration,  it may also select in the relevant Request  or
     notice  an  Interest  Period of an approved  duration  to
     apply  if  the  selection of an  Interest  Period  of  an
     optional duration becomes ineffective in accordance  with
     paragraph (b) below.

(b)  If:-

     (i)   a  Borrower  requests  an  Interest  Period  of  an
     optional duration; and
     
     (ii) the Agent receives notice from a Bank not later than
          3.00  p.m.  on the Business Day before the beginning
          of  that  Interest Period that it does not agree  to
          the request,
     
     the  Interest Period for the proposed Loan shall  be  the
     alternative  period of an approved duration specified  in
     the  relevant Request or notice or, in the absence of any
     alternative selection, 3 months.

(c)  If  the  Agent  receives  a  notice  from  a  Bank  under
     paragraph  (b)  above,  it  shall  notify  the   relevant
     Borrower  and  the  Banks promptly of  the  new  Interest
     Period for the proposed Loan.

10.4 Repayment Dates and the Reduction Date

(a)  If  an  Interest  Period  for a  Facility  B  Loan  would
     otherwise  overrun the Facility B Final  Repayment  Date,
     that  Interest Period shall be shortened so that it  ends
     on  the  Facility  B  Final Repayment  Date.   If  Clause
     8(b)(ii)  (Repayment) is applicable, the Agent  may  also
     shorten  any Interest Period for a Facility B  Loan  (and
     may  redesignate any Facility B Loan as  two  Facility  B
     Loans)  to ensure that the aggregate principal amount  of
     Facility  B  Loans with an Interest Period  ending  on  a
     Facility B Repayment Date is not less than the Facility B
     Repayment  Instalment  due on that Facility  B  Repayment
     Date.

(b)  If  an  Interest  Period  for a  Facility  A  Loan  or  a
     Facility  C  Loan would otherwise overrun  the  Reduction
     Date  or  (as appropriate) the Facility A Final Repayment
     Date or the Facility C Final Repayment Date, it shall  be
     shortened  so that it ends on the Reduction Date  or  the
     relevant Repayment Date, as the case may be.

10.5 Consolidation

     Notwithstanding  Clause  10.2  (Selection   of   Interest
     Periods),  the first Interest Period of each  Facility  B
     Loan  shall  end  on  the same day as  the  then  current
     Interest  Period for any other Facility B Loan.   On  the
     last  day  of  those Interest Periods, those  Facility  B
     Loans shall be consolidated and treated as one Facility B
     Loan.

10.6 Splitting

(a)  The  Company  may give notice to the Agent by  not  later
     than  9.00 am on the Business Day before the commencement
     of  an  Interest  Period for a Facility B  Loan  that  it
     wishes that Facility B Loan to be split into two or  more
     Facility  B  Loans,  each such part being  a  minimum  of
     10,000,000 pounds.

(b)  Each such part of a Facility B Loan will be treated as  a
     separate Facility B Loan.

(c)  The  Company may not split any Facility B Loan if,  as  a
     result,  there  would then be more than  15  Utilisations
     outstanding at that time.

10.7 Other adjustments

     The  Agent  and  the Company may enter  into  such  other
     arrangements  as  they may agree for  the  adjustment  of
     Interest  Periods and the consolidation and/or  splitting
     of Facility B Loans.
     
10.8 Notification

     The  Agent  shall  notify the relevant Borrower  and  the
     Banks  of  the duration of each Interest Period  promptly
     after ascertaining its duration.

11.  INTEREST

11.1 Interest rate

(a)  The  rate  of  interest  on each Loan  for  each  of  its
     Interest Periods is the rate per annum determined by  the
     Agent to be the aggregate of the applicable:-
     
     (i)  Margin;
     
     (ii) LIBOR; and
     
     (iii)     MLA Cost.
     
(b)  If, in respect of any Accounting Period, the Company does
     not comply with its obligations under Clause 19.2 (a)(i),
     (b)(i)  or  (c)  (Financial information), the  applicable
     Margin  in  respect of each Loan from  the  date  of  the
     Company's non-compliance until the date on which that non-
     compliance is remedied, shall be adjusted so that:

     (i)  prior to the date on which the Facility B Loans  are
          repaid or prepaid in full, the applicable Margin for
          each   Loan  shall  be  1.50  per  cent.  per  annum
          (adjusted,  if necessary, to take into  account  the
          application  of paragraph (d) of the  definition  of
          "Margin" in Clause 1.1 (Definitions)) or (if the non-
          compliance  occurs  prior to the  date  falling  six
          months  after the date of this Agreement)  1.25  per
          cent. per annum; and
     
     (ii) subsequently, the Margin applicable to each Facility
          A  Loan  or  Facility  C  Loan  shall  be  the  next
          Increment  up  from the applicable Margin  for  that
          Loan in the previous quarterly Accounting Period.
     
(c)  For  the  purposes of paragraph (b) above, an "Increment"
     is the difference between each level of the Margin in sub-
     paragraphs  (i)  to  (vii)  of  paragraph  (a)   of   the
     definition of "Margin" in Clause 1.1 (Definitions).
     
11.2 Due dates

     Except  as otherwise provided in this Agreement,  accrued
     interest on each Loan is payable by the relevant Borrower
     on  the last day of each Interest Period and also, in the
     case  of  a Loan with an Interest Period longer than  six
     months,  on  the  date  falling  six  months  after   the
     commencement of the Interest Period.
     
11.3 Default interest

(a)       (i)   If  a Borrower fails to pay any amount payable
          by   it   under  the  Finance  Documents,  it  shall
          forthwith on demand by the Agent pay interest on the
          overdue  amount from the due date up to the date  of
          actual  payment, as well after as before  judgement,
          at  a  rate (the "default rate") determined  by  the
          Agent  to  be 1 per cent per annum (or, at any  time
          prior to the date on which the Facility B Loans  are
          repaid  or  prepaid in full, 2 per cent. per  annum)
          above, subject to sub-paragraph (ii) below, the rate
          which  would have been payable if the overdue amount
          had, during the period of non-payment, constituted a
          Sterling  Loan for such successive Interest  Periods
          of   such  duration  as  the  Agent  may  reasonably
          determine  having regard to the likely  duration  of
          the default (each a "Designated Interest Period").

     (ii) If  the  overdue amount is a principal amount  of  a
          Loan  and  it becomes due and payable prior  to  the
          last day of an Interest Period for that Loan, then:-

          (1)  the  first Designated Interest Period for  that
               overdue  sum will be the unexpired  portion  of
               that Interest Period; and

          (2)  the  rate of interest on the overdue amount for
               that first Designated Interest Period will be 1
               per cent per annum or (at any time prior to the
               date  on which the Facility B Loans are  repaid
               or prepaid in full) 2 per cent. per annum above
               the   rate   on   the  overdue   amount   under
               Clause  11.1 (Interest rate) immediately before
               the due date.
          
          After  the  expiry of the first Designated  Interest
          Period  for  that overdue amount, the  rate  on  the
          overdue amount will be calculated in accordance with
          sub-paragraph (i) above.

(b)  The  default rate will be determined on each Business Day
     or  the  first  day  of the relevant Designated  Interest
     Period, as appropriate.

(c)  If the Agent determines that Sterling deposits are not at
     the  relevant time being made available by the  Reference
     Banks  to  leading banks in the London interbank  market,
     the  default rate will be determined by reference to  the
     cost  of  funds to the Banks from whatever sources  Banks
     may  reasonably select, having due regard to  the  likely
     duration of the default.

(d)   Default interest will be compounded at the end  of  each
Designated Interest Period.

11.4 Notification of rates of interest

     The  Agent shall promptly notify each relevant  Party  of
     the  determination  of  a  rate of  interest  under  this
     Agreement.

12.  PAYMENTS

12.1 Place

     All  payments by a Borrower or a Bank under  the  Finance
     Documents  shall be made to the Agent to its  account  at
     such  office or bank in the U.K. as it may notify to that
     Borrower or Bank for this purpose.

12.2 Currency and Funds

     Payments  under the Finance Documents to the Agent  shall
     be  made  in Sterling for value on the due date  at  such
     times as the Agent may specify to the Party concerned  as
     being  customary  at  the  time  for  the  settlement  of
     transactions in Sterling.

12.3 Distribution

(a)  Each  payment received by the Agent under this  Agreement
     for another Party shall, subject to the paragraphs below,
     be  made  available by the Agent to that Party by payment
     to  its  account  with such bank in the U.K.  as  it  may
     notify  to the Agent for this purpose by not less than  5
     Business Days' prior notice.

(b)  Where  the  Repayment Date for an outstanding Facility  A
     Loan  or Facility C Loan coincides with the Drawdown Date
     for a new Facility A Loan or Facility C Loan, as the case
     may be, the Agent shall apply the relevant new Loan in or
     towards  repayment  of the relevant outstanding  Loan  so
     that:-

     (i)  where the amount of the outstanding Loan exceeds the
          amount of the new Loan, the relevant Borrower  shall
          only be required to repay the excess; and
     
     (ii) where  the amount of the outstanding Loan is exactly
          the same as the amount of the new Loan, the relevant
          Borrower shall not be required to make any payment.

(c)  The  Agent  may apply any amount received  by  it  for  a
     Borrower  in or towards payment (on the date and  in  the
     currency and funds of receipt) of any amount due  from  a
     Borrower  under  this  Agreement or  in  or  towards  the
     purchase of any amount of any currency to be so applied.

(d)  Where  a  sum is to be paid under this Agreement  to  the
     Agent for the account of another Party, the Agent is  not
     obliged  to  pay  that sum to that  Party  until  it  has
     established that it has actually received that  sum.  The
     Agent may, however, assume that the sum has been paid  to
     it  in accordance with this Agreement and, in reliance on
     that   assumption,  make  available  to  that   Party   a
     corresponding  amount.  If the  sum  has  not  been  made
     available  but the Agent has paid a corresponding  amount
     to  another Party, that Party shall forthwith  on  demand
     refund  the  corresponding amount to the  Agent  together
     with interest on that amount from the date of payment  to
     the  date of receipt, calculated at a rate determined  by
     the Agent to reflect its cost of funds.

12.4 Set-off and counterclaim

     All  payments  made  by  a  Borrower  under  the  Finance
     Documents shall be made without set-off or counterclaim.
     
12.5 Non-Business Days

(a)  If  a payment under the Finance Documents is due on a day
     which  is  not  a  Business Day, the due  date  for  that
     payment  shall instead be the next Business  Day  in  the
     same  calendar  month (if there is one) or the  preceding
     Business Day (if there is not).

(b)  During  any extension of the due date for payment of  any
     principal under this Agreement interest is payable on the
     principal at the rate payable on the original due date.

12.6 Partial payments

(a)  If the Agent receives a payment insufficient to discharge
     all  the  amounts then due and payable by  the  Borrowers
     under  the Finance Documents, the Agent shall apply  that
     payment  towards  the obligations of the Borrowers  under
     the Finance Documents in the following order:-

     (i)  first,  in or towards payment pro rata of any unpaid
          fees,  costs  and  expenses of  the  Agent  and  the
          Issuing Bank under this Agreement;
     
     (ii) secondly,  in  or towards payment pro  rata  of  any
          accrued  fees  due  but  unpaid  under  Clause  22.2
          (Commitment fee);
     
    (iii) thirdly, in or towards payment pro rata of any
          accrued  interest and guarantee fee due  but  unpaid
          under this Agreement;
     
     (iv) fourthly,  in  or towards payment pro  rata  of  any
          principal  due  but unpaid under this Agreement  and
          any amount payable under the Swap Documents; and
     
     (v)  fifthly, in or towards payment pro rata of any other
          sum due but unpaid under this Agreement.
     
(b)  The  Agent  shall, if so directed by all the Banks,  vary
     the order set out in sub-paragraphs (a)(ii) to (v) above.

(c)  Paragraphs   (a)  and  (b)  above  shall   override   any
     appropriation made by a Borrower.

13.  TAXES

13.1 Gross-up

     All  payments  by a Borrower under the Finance  Documents
     shall be made without any deduction and free and clear of
     and  without  deduction for or on account of  any  taxes,
     except to the extent that the Borrower is required by law
     to  make  payment subject to any taxes.  If  any  tax  or
     amounts in respect of tax must be deducted, or any  other
     deductions must be made, from any amounts payable or paid
     by a Borrower, or paid or payable by the Agent to a Bank,
     under the Finance Documents, the Borrower shall pay  such
     additional amounts as may be necessary to ensure that the
     relevant  Bank receives a net amount equal  to  the  full
     amount which it would have received had payment not  been
     made subject to tax or other deduction.

13.2 Tax receipts

     All taxes required by law to be deducted or withheld by a
     Borrower  from  any  amounts paid or  payable  under  the
     Finance  Documents shall be paid by the relevant Borrower
     when  due and the Borrower shall, within 15 days  of  the
     payment being made, deliver to the Agent for the relevant
     Bank  evidence  satisfactory to that Bank (including  all
     relevant  tax  receipts) that the payment has  been  duly
     remitted to the appropriate authority.

13.3 Refund of Tax Credits

     If:-
     
     (a)  a Borrower makes a payment under Clause 13.1 (Gross-
          up)  (a "Tax Payment") in respect of a payment to  a
          Bank under the Finance Documents; and
     
     (b)  that  Bank  determines in good  faith  that  it  has
          obtained  a  refund of tax or obtained  and  used  a
          credit against tax on its overall net income (a "Tax
          Credit") which that Bank is able to identify in good
          faith as attributable to that Tax Payment,
     
     then, if it determines, acting in good faith, that it can
     do so without any adverse consequences for the Bank, that
     Bank shall forthwith reimburse that Borrower, such amount
     as  that Bank in its absolute discretion determines to be
     such  proportion  of that Tax Credit as will  leave  that
     Bank  (after  that reimbursement) in no better  or  worse
     position in respect of its worldwide tax liabilities than
     it  would  have  been  in  if no  Tax  Payment  had  been
     required.  A Bank shall have an absolute discretion as to
     whether  to claim any Tax Credit (and, if it does  claim,
     the  extent,  order and manner in which it does  so)  and
     whether any amount is due from it under this Clause 13.3)
     (and,  if  so, what amount and when).  No Bank  shall  be
     obliged  to  disclose any information regarding  its  tax
     affairs and computations.

13.4 Qualifying Bank

(a)  Each  Bank  party to this Agreement on the date  of  this
     Agreement represents that it is a Qualifying Bank on  the
     date   of   this   Agreement.   Any  bank  or   financial
     institution which becomes a Bank after the date  of  this
     Agreement  represents  to the  Company  on  the  date  it
     becomes a Party that, as at that date, it is a Qualifying
     Bank.
     
(b)  If,  otherwise  than as a result of the introduction  of,
     change   in,   or   any  change  in  the  interpretation,
     administration or application of, any law or  regulation,
     any  Double Taxation Treaty or any practice or concession
     of  the United Kingdom Inland Revenue occurring after the
     date a Bank becomes a Party, the Bank is not or ceases to
     be  a Qualifying Bank, the Company will not be liable  to
     pay  to that Bank under Clause 13.1 (Gross-up) any amount
     in  respect  of  taxes levied or imposed  by  the  United
     Kingdom  or  any  taxing authority of or  in  the  United
     Kingdom  in  excess  of the amount  it  would  have  been
     obliged to pay if that Bank had been or had not ceased to
     be a Qualifying Bank.
     
(c)  Any   Bank  which  falls  within  paragraph  (b)  of  the
     definition  of  Qualifying  Bank  shall  deliver  to  the
     Company,  on the date it becomes a Bank, a duly completed
     form from the tax authorities in the country in which  it
     is  booking  its participation in a Loan  such  that  the
     Company  may apply to the Inland Revenue for a  direction
     to the Company under the Double Taxation Relief (Taxes on
     Income)  (General)  Regulations  1970  that  the  Company
     should  not,  on account of the relevant Double  Taxation
     Treaty,  pay  any  interest due to  the  Bank  under  the
     Finance Documents under deduction of United Kingdom  tax.
     The  Bank  concerned  shall,  upon  the  request  of  the
     Company,  promptly  and duly (if it is  able  to  do  so)
     execute  and deliver any and all such further instruments
     and  documents  which are required  for  the  purpose  of
     obtaining such a direction.
     
(d)  Each  Bank shall notify the Company through the Agent  as
     soon  as  it  is aware that it ceases to be a  Qualifying
     Bank.

14.  MARKET DISRUPTION

(a)  If  a  Reference Bank does not supply an offered rate  by
     11.30  a.m.  on  a  Drawdown Date, the  applicable  LIBOR
     shall,  subject to paragraph (b) below, be determined  on
     the  basis  of the quotations of the remaining  Reference
     Banks.

(b)  If, in relation to any proposed Loan:-

     (i)  no,  or only one, Reference Bank supplies a rate for
          the purposes of determining the applicable LIBOR  or
          the  Agent  otherwise determines that  adequate  and
          fair  means  do  not  exist  for  ascertaining   the
          applicable LIBOR; or
     
     (ii) the  Agent  receives notification from  Banks  whose
          participations in a Loan exceed 50 per cent. of that
          Loan that, in their opinion:-

          (A)  matching deposits may not be available to  them
               in  the London interbank market in the ordinary
               course of business to fund their participations
               in  that Loan for the relevant Interest Period;
               or
          
          (B)  the  cost to them of matching deposits  in  the
               London  interbank market would be in excess  of
               the relevant LIBOR,
          
     the  Agent  shall  promptly notify the  Company  and  the
     relevant Banks of the fact and that this Clause 14 is  in
     operation.

(c)  After any notification under paragraph (b) above:-

     (i)       (A)   in the case of a Loan which has not  been
               made, unless the relevant Borrower notifies the
               Agent  to the contrary before close of business
               on  the day it received the notification  under
               paragraph  (b) above, the Loan shall  still  be
               made  but  it shall have an Interest Period  of
               one month and the interest payable on that Loan
               shall  be  determined in accordance  with  sub-
               paragraphs (ii) to (vi) below; and
     
          (B)  in  the case of a Facility B Loan after it  has
               been  borrowed,  that  Facility  B  Loan  shall
               continue  but it shall have an Interest  Period
               of  one month and the interest payable on  that
               Loan shall be determined in accordance with sub-
               paragraphs (ii) to (vi) below;
     
     (ii) promptly  after  receipt of  the  notification,  the
          relevant  Borrower and the Agent  shall  enter  into
          negotiations in good faith for a period of not  more
          than  one month with a view to agreeing a substitute
          basis  for  determining the rate of interest  and/or
          funding  applicable  to the  Loan  affected  by  the
          notification;
     
    (iii) any substitute basis agreed under sub-paragraph
          (ii)  above shall be, with the prior consent of  all
          the Banks, binding on all the Parties;

     (iv) if   no  substitute  basis  is  agreed  under   sub-
          paragraph (ii) above, each Bank (through the  Agent)
          shall  certify  on or before the  last  day  of  the
          Interest Period to which the notification relates an
          alternative  basis for maintaining its participation
          in that Loan;
     
     (v)  any  alternative basis referred to in  sub-paragraph
          (iv)  above  may  include an alternative  method  of
          fixing   the  interest  rate,  alternative  Interest
          Periods  or  alternative  currencies  but  it   must
          reflect  the  cost  to the Banks  of  funding  their
          participations  in that Loan from  whatever  sources
          each  relevant  Bank  may  reasonably  select  (each
          Bank's cost of funding being certified by that  Bank
          with  a  copy to the Agent) plus the Margin and  (if
          applicable) any MLA Cost; and
     
     (vi) each alternative basis so certified shall be binding
          on the Borrowers and the certifying Bank and treated
          as part of this Agreement.

15.  INCREASED COSTS

15.1 Increased costs

(a)  Subject  to  Clause 15.2 (Exceptions), the Company  shall
     forthwith  on demand by a Finance Party pay that  Finance
     Party the amount of any increased cost incurred by it  as
     a result of:

     (i)  the introduction of, or any change in, or any change
          in  the interpretation or application of, any law or
          regulation after the date of this Agreement; or

     (ii) compliance with any regulation made after  the  date
          of this Agreement,

     including  any  law or regulation relating  to  taxation,
     change in currency of a country or reserve asset, special
     deposit,   cash  ratio,  liquidity  or  capital  adequacy
     requirements  or  any other form of banking  or  monetary
     control.

(b)  In this Agreement "increased cost" means:-

     (i)  an  additional cost incurred by a Finance  Party  or
          its Holding Company as a result of the Finance Party
          having  entered into, or performing, maintaining  or
          funding its obligations under, this Agreement; or
     
     (ii) that  portion  of an additional cost incurred  by  a
          Finance  Party or its Holding Company in the Finance
          Party  making,  funding or maintaining  all  or  any
          advances comprised in a class of advances formed  by
          or including the participations in the Loans made or
          to  be  made under this Agreement as is attributable
          to  the Finance Party making, funding or maintaining
          those participations; or
     
    (iii) a reduction in any amount payable to a Finance
          Party or its Holding Company or the effective return
          to  a  Finance Party under this Agreement or on  its
          capital or that of its Holding Company; or
     
     (iv) the amount of any payment made by a Finance Party or
          its  Holding  Company, or the amount of interest  or
          other  return  foregone by a Finance  Party  or  its
          Holding  Company,  calculated by  reference  to  any
          amount  received  or receivable by a  Finance  Party
          from any other Party under this Agreement.

15.2 Exceptions

     Clause  15.1  (Increased costs) does  not  apply  to  any
     increased cost:-
     
     (a)  compensated for by the payment of the MLA Cost;
     
     (b)  compensated  for  by  the  operation  of  Clause  13
          (Taxes) or which would have been compensated for but
          for  the  operation  of Clause  13.4(b)  (Qualifying
          Bank);
     
     (c)  attributable to any change in the rate of tax on the
          overall  net income of a Bank or its Holding Company
          (or  the overall net income of a division or  branch
          of  the Bank or its Holding Company) imposed in  the
          jurisdiction  in  which  its  principal  office   or
          Facility Office is situate;
     
     (d)  attributable  to the relevant Bank (or  its  Holding
          Company) having entered into a commitment to lend to
          a  third  party  which  is,  at  the  time  of  that
          commitment,  in  breach  of  the  relevant  law   or
          regulation; or
     
     (e)  incurred  in  consequence of the implementation,  as
          contemplated at the date of this Agreement,  of  the
          matters set out in:
     
          (i)  the  report  of  the  Basle Committee  on  Bank
               Regulation and Supervisory Practices dated July
               1988 and entitled "International Convergence of
               Capital   Measurement  and  Capital  Standards"
               (including in particular but without limitation
               any   directive   of  the   Bank   of   England
               implementing   that  report   in   the   United
               Kingdom);
          
          (ii) the  Directive of the Council of  the  European
               Communities  on  a  Solvency Ratio  for  Credit
               Institutions (89/647/EEC of 18 December  1989);
               and/or
          
         (iii) the  Directive  of  the  Council  of  the
               European  Communities on Own  Funds  of  Credit
               Institutions (89/299/EEC of 17 April 1989),
          
          unless it results from any change after the date  of
          this  Agreement  in,  or  in the  interpretation  or
          application of, those matters as contemplated on the
          date of this Agreement.
     
16.  ILLEGALITY

     If   it  is  or  becomes  unlawful  or  contrary  to  any
     regulation in any jurisdiction for a Bank to give  effect
     to  any  of  its  obligations  as  contemplated  by  this
     Agreement or to fund or maintain its participation in any
     Loan, then:-
     
     (a)   the  Bank shall promptly notify the Company through
     the Agent accordingly; and
     
     (b)   (i) each  Borrower shall, on the  latest  day
               permitted  by  the relevant law or  regulation,
               prepay  that Bank's participation in all  Loans
               made  to  it  together with all  other  amounts
               payable   by   it  to  that  Bank  under   this
               Agreement; and
     
          (ii) the Bank's Commitments shall be cancelled;
          
         (iii) if the Bank is the Issuing Bank and  the
               Guarantee   has  not  yet  been   issued,   the
               Guarantee shall not be issued; and

          (iv) if  the Guarantee has been issued, demand  that
               the Company shall, on the latest date permitted
               by the relevant law or regulation, provide cash
               cover  to it in a Security Account in an amount
               equal  to  that  Bank's Relevant Percentage  of
               (or, if the Bank is the Issuing Bank, an amount
               equal  to)  the  maximum aggregate  actual  and
               contingent  liability of the  Banks  under  the
               Guarantee.   In  this event, the Company  shall
               use   reasonable  endeavours  to  procure   the
               release of the Bank from its obligations  under
               the  Finance Documents and, to the extent  that
               the Bank is released from its obligations under
               the Finance Documents, the Bank shall repay  to
               the Company any amount provided to that Bank by
               way of cash cover together with interest on the
               amount  which  that  Bank reasonably  considers
               that  it  has earned on the amount  during  the
               period for which the cash cover was retained by
               it.

17.  GUARANTEE

17.1 Guarantee

     The Company irrevocably and unconditionally:-

     (a)  as  principal  obligor guarantees  to  each  Finance
          Party  prompt performance by the Target of  all  its
          obligations under the Finance Documents;
     
     (b)  undertakes with each Finance Party that whenever the
          Target does not pay any amount when due under or  in
          connection  with any Finance Document,  the  Company
          shall  within  two Business days of  demand  by  the
          Agent  pay that amount as if the Company instead  of
          the  Target  were  expressed  to  be  the  principal
          obligor; and
     
     (c)  indemnifies each Finance Party on demand against any
          loss  or  liability suffered by it if any obligation
          so   guaranteed  by  the  Company  is   or   becomes
          unenforceable, invalid or illegal.
     
17.2 Continuing guarantee

     This  guarantee is a continuing guarantee and will extend
     to the ultimate balance of all sums payable by the Target
     under   the   Finance   Documents,  regardless   of   any
     intermediate payment or discharge in whole or in part.

17.3 Reinstatement

(a)  Where   any   discharge  (whether  in  respect   of   the
     obligations  of  the  Target or any  security  for  those
     obligations or otherwise) is made in whole or in part  or
     any  arrangement  is made on the faith  of  any  payment,
     security or other disposition which is avoided or must be
     restored on insolvency, liquidation or otherwise  without
     limitation,  the  liability of  the  Company  under  this
     Clause  17 (Guarantee) shall continue as if the discharge
     or arrangement had not occurred.

(b)  Each  Finance Party may concede or compromise  any  claim
     that any payment, security or other disposition is liable
     to avoidance or restoration.

17.4 Waiver of defences

     The  obligations  of  the Company under  this  Clause  17
     (Guarantee)  will  not be affected by an  act,  omission,
     matter  or  thing  which, but for this  provision,  would
     reduce, release or prejudice any of its obligations under
     this Clause 17 (Guarantee) or prejudice or diminish those
     obligations  in whole or in part, including  (whether  or
     not known to it or any Finance Party):-
     
     (a)  any  time or waiver granted to, or composition with,
          the Target or other person;
     
     (b)  the taking, variation, compromise, exchange, renewal
          or  release  of, or refusal or neglect  to  perfect,
          take  up or enforce, any rights against, or security
          over  assets of, the Target or other person  or  any
          non-presentation or non-observance of any  formality
          or other requirement in respect of any instrument or
          any  failure  to  realise  the  full  value  of  any
          security;
     
     (c)  any incapacity or lack of powers, authority or legal
          personality  of  or dissolution  or  change  in  the
          members or status of the Target or any other person;
     
     (d)  any  variation (however fundamental) or  replacement
          of  a  Finance  Document or any  other  document  or
          security so that references to that Finance Document
          in  this  Clause 17 (Guarantee) shall  include  each
          variation or replacement;
     
     (e)  any  unenforceability, illegality or  invalidity  of
          any  obligation  of  any person  under  any  Finance
          Document or any other document or security,  to  the
          intent  that  the obligations of the  Company  under
          this  Clause  17  (Guarantee) shall remain  in  full
          force and its guarantee be construed accordingly, as
          if  there  were  no unenforceability, illegality  or
          invalidity; or
     
     (f)  any   postponement,   discharge,   reduction,   non-
          provability or other similar circumstance  affecting
          any   obligation  of  the  Target  under  a  Finance
          Document  resulting from any insolvency, liquidation
          or   dissolution  proceedings  or  from   any   law,
          regulation  or  order so that each  such  obligation
          shall  for  the purposes of the obligations  of  the
          Company   under   this  Clause  17  (Guarantee)   be
          construed as if there were no such circumstance.
     
17.5 Immediate recourse

     The  Company  waives  any right  it  may  have  of  first
     requiring any Finance Party (or any trustee or  agent  on
     its  behalf)  to  proceed against or  enforce  any  other
     rights  or  security  or claim payment  from  the  Target
     before  claiming from the Company under  this  Clause  17
     (Guarantee).

17.6 Appropriations

     Until  all amounts which may be or become payable by  the
     Target  under or in connection with the Finance Documents
     have  been  irrevocably paid in full, each Finance  Party
     (or any trustee or agent on its behalf) may:-
     
     (a)  refrain from applying or enforcing any other moneys,
          security or rights held or received by that  Finance
          Party  (or  any trustee or agent on its  behalf)  in
          respect  of those amounts, or apply and enforce  the
          same  in  such  manner  and order  as  it  sees  fit
          (whether against those amounts or otherwise) and the
          Target  shall not be entitled to the benefit of  the
          same; and
     
     (b)  hold  in  an  interest bearing suspense account  any
          moneys  received from the Company or on  account  of
          the  liability of the Company under this  Clause  17
          (Guarantee).
     
17.7 Non-competition

     Until  all amounts which may be or become payable by  the
     Target  under or in connection with the Finance Documents
     have been irrevocably paid in full, the Company shall not
     after  a  claim has been made or by virtue of any payment
     or performance by it under this Clause 17 (Guarantee):-
     
     (a)  be  subrogated  to  any rights, security  or  moneys
          held,  received or receivable by any  Finance  Party
          (or  any  trustee  or agent on  its  behalf)  or  be
          entitled  to any right of contribution or  indemnity
          in respect of any payment made or moneys received on
          account  of  the  Company's  liability  under   this
          Clause 17 (Guarantee);
     
     (b)  claim,  rank,  prove or vote as a  creditor  of  the
          Target or its estate in competition with any Finance
          Party (or any trustee or agent on its behalf); or
     
     (c)  receive,  claim or have the benefit of any  payment,
          distribution or security from or on account  of  the
          Target,  or exercise any right of set-off as against
          the Target.
     
     The Company shall hold in trust for and forthwith pay  or
     transfer to the Agent for the Finance Parties any payment
     or  distribution or benefit of security  received  by  it
     contrary to this Clause 17.7.

17.8 Additional security

     This  guarantee is in addition to and is not in  any  way
     prejudiced by any other security now or subsequently held
     by any Finance Party.

18.  REPRESENTATIONS AND WARRANTIES

18.1 Representations and warranties

(a)  The  Company makes the representations and warranties set
     out in this Clause 18 (Representations and warranties) to
     each Finance Party.

(b)  The  Target  makes  the  representations  and  warranties
     expressed   to   be  made  by  it  in  this   Clause   18
     (Representations and warranties) in respect of itself and
     its Subsidiaries only.

18.2 Status

(a)  It  is a limited liability company, duly incorporated and
     validly existing under the Companies Act 1985;

(b)  it  has  the  power to own its assets and  carry  on  its
     business as it is being conducted; and

(c)  as  at  the  date of this Agreement, the  Parent  is  the
     beneficial owner of all the shares in the Company.

18.3 Powers and authority

     It has the power to enter into and perform, and has taken
     all   necessary  action  to  authorise  the  entry  into,
     performance  and  delivery of, the Finance  Documents  to
     which  it  is  or  will be a party and  the  transactions
     contemplated by those Finance Documents.

18.4 Legal validity

     Each  Finance Document to which it is or will be a  party
     constitutes,  or  when executed in  accordance  with  its
     terms  will  constitute, its legal,  valid,  binding  and
     enforceable obligation.

18.5 Non-conflict

     The  entry  into  and  performance  by  it  of,  and  the
     transactions  contemplated by, the Finance  Documents  do
     not and will not:-
     
     (a)  conflict  with  any law or regulation,  judicial  or
          official   order   or   any   Licence   or   Licence
          Undertaking; or
     
     (b)  conflict with its constitutional documents; or
     
     (c)  conflict with any document which is binding upon any
          member  of  the Group or any asset of any member  of
          the Group (other than a financing agreement to which
          the  Target  or any Subsidiary of the  Target  is  a
          party,   the  Borrowing  in  respect  of  which   is
          refinanced prior to the Clean-Up Date) to an  extent
          or in a manner which has a Material Adverse Effect.
     
18.6 No default

(a)  No  Event  of  Default or (unless this representation  is
     being repeated or deemed to be repeated on the date of  a
     Request or a Drawdown Date in respect of a Rollover Loan)
     other  Default  is outstanding or will  result  from  any
     Utilisation; and

(b)  with  effect  from the Clean-Up Date, no other  event  is
     outstanding  which  constitutes  a  default   under   any
     document  which is binding on any member of the Group  or
     any asset of any member of the Group to an extent or in a
     manner which has a Material Adverse Effect.

18.7 Authorisations

     Subject to due registration of the Debenture at Companies
     House  under section 395 of the Companies Act  1985,  all
     authorisations  required by the laws of  England  or  the
     terms of any Licence or Licence Undertaking in connection
     with   the   entry   into,  performance,   validity   and
     enforceability of, and the transactions contemplated  by,
     the  Finance Documents have been obtained or effected (as
     appropriate) and are in full force and effect.

18.8 Accounts

(a)  In  the  case  of  the Company, the audited  consolidated
     accounts  of  the  Group most recently delivered  to  the
     Agent under this Agreement:-

     (i)  have  been  prepared in accordance  with  Applicable
          Accounting Principles; and
     
     (ii) fairly    represent   the   consolidated   financial
          condition of the Group as at the date to which  they
          were drawn up.
     
(b)  In  the  case  of  the  Target, its audited  consolidated
     accounts most recently delivered to the Agent:-

     (i)  have  been  prepared in accordance  with  Applicable
          Accounting Principles; and
     
     (ii) fairly    represent   its   consolidated   financial
          condition  as at the date to which they  were  drawn
          up.

18.9 Litigation

     No  litigation, arbitration or administrative proceedings
     are current or, to its knowledge, pending or threatened:
     
     (a)  to  restrain the entry into, exercise of any of  its
          rights,  and/or  performance or  enforcement  of  or
          compliance  with any of its obligations,  under  the
          Finance Documents; or
     
     (b)  which have a Material Adverse Effect.

18.10     Information

(a)  All  material written factual information supplied by  it
     to  the  Finance Parties (including any such  information
     contained in any package of information provided or to be
     provided  by  the Arrangers on behalf of the  Company  to
     potential  sub-underwriters)  in  connection   with   the
     Finance  Documents before, on or after the date  of  this
     Agreement is true, complete and accurate in all  material
     respects as at its date;

(b)  that  information  did  not  omit  as  at  its  date  any
     information  which  would make the  information  supplied
     misleading in any material respect;

(c)  any expressions of opinion or intention and any forecasts
     and   projections  (including,  without  limitation,   in
     relation   to   the  financial  model  referred   to   in
     paragraph  9  of  Schedule 2 Part I)  contained  in  that
     information  were arrived at after careful  consideration
     and were based on reasonable assumptions;

(d)  as  at  the date of this Agreement, nothing has  occurred
     (which  has not been disclosed to the Arrangers prior  to
     the   date  of  this  Agreement)  between  the  date  the
     information  was provided and the date of this  Agreement
     which  renders the information contained in it untrue  or
     misleading in any material respect; and

(e)  the  Press Release and the Offer Documents and any  other
     public  documents relating to the Offer furnished to  the
     Agent contain all the material terms of the Offer and the
     Offer Documents reflect the terms of the Press Release in
     all material respects.

18.11     Information Memorandum

(a)  All   material  factual  information  contained  in   the
     Information  Memorandum was true  (or,  in  the  case  of
     information provided by any person other than the Company
     or  its  advisers, was true to the best of its  knowledge
     and belief) in all material respects at the date (if any)
     ascribed to it in the Information Memorandum or (if none)
     at  the date of the relevant component of the Information
     Memorandum;

(b)  any expressions of opinion or intention and any forecasts
     and  projections contained in the Information  Memorandum
     were  arrived  at  after careful consideration  and  were
     based on reasonable assumptions;

(c)  as   at  the  date  of  the  Syndication  Agreement,  the
     Information  Memorandum,  taken  as  a  whole,  was   not
     misleading  in any material respect and did not  omit  to
     disclose  any  matter  failure to  disclose  which  would
     result  in  any  material information  contained  in  the
     Information  Memorandum being misleading in any  material
     respect in the context of the Finance Documents.

18.12     Environmental Matters

     With effect from the Clean-Up Date:
     
     (a)  each  member of the Group has obtained all  material
          Environmental Licences required for the carrying  on
          of   its  business  as  then  conducted  and  is  in
          compliance in all material respects with:
     
          (i)  the terms and conditions of those Environmental
               Licences; and
          
          (ii) all other applicable Environmental Law,
          
          which,  in  each case, if not obtained  or  complied
          with,  has a Material Adverse Effect and there  are,
          to   its  knowledge,  no  circumstances  which   may
          materially prevent or interfere with such compliance
          in the future;
          
     (b)  so  far as the Company is aware (after due enquiry),
          no  Dangerous Substance has been used, disposed  of,
          generated,  stored, transported,  dumped,  released,
          deposited,  buried or emitted at, on from  or  under
          any  site or premises (whether or not owned, leased,
          occupied  or controlled by any member of  the  Group
          and  including  any  offsite  waste  management   or
          disposal  location  utilised by any  member  of  the
          Group)  in  circumstances where this has a  Material
          Adverse Effect; and
     
     (c)  so  far as the Company is aware (after due enquiry),
          there  is no Environmental Claim (whether in respect
          of   any  site  previously  or  currently  owned  or
          occupied  by  any member of the Group or  otherwise)
          pending  or  threatened, and there are  no  past  or
          present  acts,  omissions, events  or  circumstances
          that  would  be  likely to form  the  basis  of  any
          Environmental Claim (whether in respect of any  site
          previously  or  currently owned or occupied  by  any
          member of the Group or otherwise), against it which,
          in  each case, is reasonably likely to be determined
          against  it  and  which, if  so  determined,  has  a
          Material Adverse Effect.
     
18.13     Assets

     Each Borrower is the legal and/or beneficial owner of all
     its  assets free from any Security Interests (other  than
     any  Security  Interests permitted under  Clause  19.9(b)
     (Negative pledge)).

18.14     No Commitment

     As  at  the first Utilisation Date, the Company does  not
     have  any  material commitments or Financial Indebtedness
     other than those arising under the Finance Documents, the
     Offer,  any  Offer Costs or in respect of the Licence  or
     any Licence Undertaking.

18.15     Licence

     With effect from the Clean-Up Date:
     
          (a)  the Licence is in full force and effect;

          (b)   there exist no material breaches of the  terms
          of the Licence or Licence Undertakings; and

          (c)   there are no circumstances in existence  which
          would  entitle the Director General or the Secretary
          of State to seek to revoke the Licence.

18.16     Times for making representations and warranties

     The  representations  and  warranties  set  out  in  this
     Clause 18 (Representations and warranties):-
     
     (a)       (i)  in the case of the Company:
     
                          (A)  are made by the Company, unless
                    it  is expressly provided to the contrary,
                    on the date of this Agreement; or
     
                          (B)   in  the  case of Clause  18.11
                    (Information Memorandum), is deemed to  be
                    made  by  the Company on the date  of  the
                    Syndication  Agreement (but only  if  this
                    date is no longer than 6 months after  the
                    Unconditional Acceptances Date); and
     
          (ii) in the case of the Target, will be deemed to be
               made  by  it on the date it executes a Borrower
               Accession Agreement; and
     
     (b)  (with  the  exception  of Clauses  18.2(c)  (Status)
          and 18.11 (Information Memorandum)) are deemed to be
          made  by  each Borrower on the date of each  Request
          and  each Drawdown Date with reference to the  facts
          and circumstances then existing, except that, during
          the  Certain  Funds Period for an Offer Utilisation,
          only  the  representations  and  warranties  of  the
          Company  in  Clauses 18.2(a) (Status), 18.3  (Powers
          and authority), 18.4 (Legal validity) and 18.5 (Non-
          conflict)  will be deemed to be made by the  Company
          on  the  date  of each Request and each  Utilisation
          Date for an Offer Utilisation with reference to  the
          facts and circumstances then existing.

18.17     Qualifications to representations

     The  representations and warranties contained in  Clauses
     18.4  (Legal  validity)  and 18.7 (Authorisations)  shall
     (where applicable) be subject, as to matters of law only,
     to  the qualifications in the legal opinions referred  to
     in  paragraph 10 of Schedule 2 Part I and paragraph 9  of
     Schedule 2 Part II.

19.  UNDERTAKINGS

19.1 Duration

     The  undertakings in this Clause 19 (Undertakings) remain
     in  force from the date of this Agreement for so long  as
     any  amount is or may be outstanding under this Agreement
     or any Commitment is in force.

19.2 Financial information

     The  Company  shall  supply to the  Agent  in  sufficient
     copies for all the Banks:-

     (a)  as  soon as the same are available (and in any event
          within  120 days of the end of each of its financial
          years):-
     
          (i)  the  audited consolidated accounts of the Group
               for that financial year; and
          
          (ii) the audited consolidated accounts of the Target
               and its Subsidiaries for that financial year;
     
     (b)  as  soon as the same are available (and in any event
          within 60 days of the end of the first half-year  of
          each  of  its financial years and within 45 days  of
          the  end  of  each quarter of each of its  financial
          years):-
     
          (i)  the  unaudited  consolidated  accounts  of  the
               Group  for  that half-year or that quarter,  as
               the case may be; and
          
          (ii) the  unaudited  consolidated  accounts  of  the
               Target  and its Subsidiaries for that half-year
               or that quarter, as the case may be; and
          
               (c)   (i)  together with the accounts specified
               in paragraph (a)(i) above, a certificate signed
               by  its  auditors  setting  out  in  reasonable
               detail computations establishing compliance  or
               non-compliance  with  Clause  19.28  (Financial
               covenants)  as  at  the  date  to  which  those
               accounts were drawn-up;
          
          (ii) together   with  the  accounts   specified   in
               paragraph (b)(i) above, a certificate signed by
               two  of  its senior authorised officers on  its
               behalf   setting   out  in  reasonable   detail
               computations  establishing compliance  or  non-
               compliance   with   Clause   19.28   (Financial
               covenants)  as  at  the  date  to  which  those
               accounts were drawn-up; and
     
     (d)  within  5  Business Days of them being delivered  to
          the Director General under Condition 2 of Part II of
          the Licence, the accounting statements delivered  to
          the Director General by the Target.
     
19.3 Information - miscellaneous

     Each Borrower shall supply to the Agent:-
     
     (a)  all  documents despatched by it (in the case of  the
          Target) to its public shareholders (or any class  of
          them)  or  (in  the  case of  either  Borrower)  its
          creditors  (or  any class of them), other  than  any
          creditors  in respect of Subordinated Debt,  at  the
          same time as they are despatched;
     
     (b)  promptly upon becoming aware of them, details of any
          litigation,     arbitration    or     administrative
          proceedings   which  are  current,   threatened   or
          pending, and which:
     
          (i)  if   adversely  determined,  have  a   Material
               Adverse Effect; or
          
          (ii) would  involve liability or potential liability
               of 10,000,000 pounds or more (or its equivalent
               in other currencies); or
          
         (iii) involves   the   Director-General,   the
               Secretary of State, the Licence or any  Licence
               Undertaking;
          
     (c)  during  the  period  from  the  date  of  issue  and
          approval  of  the  Information  Memorandum  by   the
          Company to the earlier of:
     
          (i)  the  date  six  months after the  Unconditional
               Acceptances Date; and
          
          (ii) the  close  of  Syndication as  determined  and
               confirmed to the Company by the Agent,
          
          in  reasonable detail notice of any matters of which
          it is aware (whether occurring prior to, on or after
          the  date  of  approval and issue of the Information
          Memorandum)  which cause the Information  Memorandum
          when  read without knowledge of such matters  to  be
          inaccurate or misleading in any material respect;
     
     (d)  promptly  upon  becoming  aware  that  any  material
          modifications to the Licence are being  proposed  by
          the  Director General or the Target and/or that  any
          Licence  Undertaking  is  being  requested  by   the
          Director   General  or  the  Secretary   of   State,
          reasonable  details  of those  modifications  and/or
          that Licence Undertaking, to be updated from time to
          time to reflect any changes;
     
     (e)  unless  the Agent has already received them,  copies
          of any Licence Undertakings in force at the date the
          Target  becomes  a  Subsidiary of the  Company  and,
          thereafter, promptly after the giving of any Licence
          Undertaking; and
     
     (f)  promptly, such further information in the possession
          or  control of any member of the Group regarding its
          financial  condition and operations as  any  Finance
          Party  may reasonably request and which the  Company
          is  able  to  provide  without breaching  any  legal
          obligation or regulation,
     
     in  sufficient copies for all of the Banks, if the  Agent
     so requests.
     
19.4 Notification of Default

     Each  Borrower shall notify the Agent of any Default (and
     the  steps,  if any, being taken to remedy  it)  promptly
     upon becoming aware of its occurrence.

19.5 Compliance certificates/accounting matters

(a)  The Company shall supply to the Agent:-
     
     (i)  together    with   the   accounts    specified    in
          Clause     19.2(a)(i)    and    (b)(i)    (Financial
          Information); and
     
     (ii)  promptly  at  any  other  time,  if  the  Agent  so
     requests,
     
     a certificate signed by two of its senior officers on its
     behalf certifying that no Default is outstanding or, if a
     Default  is outstanding, specifying the Default  and  the
     steps, if any, being taken to remedy it.

(b)  If,  at  any  time after the date of this Agreement,  any
     material  change  is  made to the  Applicable  Accounting
     Principles,  the Company shall notify the  Agent  of  the
     change  and, in the absence of any agreement between  the
     Company and the Agent (acting on the instructions of  the
     Majority Banks) to the contrary, the Company shall ensure
     that the Auditors provide a description of the change and
     the adjustments which would be required to be made to the
     latest  accounts or financial statements  so  that  those
     accounts  or financial statements reflect the  Applicable
     Accounting Principles, and any reference to any financial
     statements  or  accounts delivered under  this  Agreement
     shall  be  construed as a reference to those accounts  or
     financial   statements  as  adjusted   to   reflect   the
     Applicable Accounting Principles.

(c)  The Company shall ensure that each set of accounts to  be
     delivered  by  it under this Agreement are  prepared  and
     audited  (in  the  case of its annual  accounts)  by  the
     Auditors  in  accordance with the  Applicable  Accounting
     Principles,  subject  to  any variations  which  are  not
     material or, if material, have been agreed in writing  by
     the Majority Banks.

19.6 Authorisations

     Each Borrower shall promptly:-
     
     (a)  obtain, maintain and comply with the terms of; and
     
     (b)  supply certified copies to the Agent of,
     
     any authorisation required under any law or regulation to
     enable  it to perform its obligations under, or  for  the
     validity or enforceability of, any Finance Document.

19.7 Environmental matters

     The  Company  shall, and shall (after the Clean-Up  Date)
     procure that each member of the Group will:

     (a)  obtain  all  requisite  Environmental  Licences  and
          comply in all material respects with:

          (i)  the  terms  and conditions of all Environmental
               Licences applicable to it; and

          (ii) all other applicable Environmental Laws,
          
          in  each  case where failure to do so has a Material
          Adverse Effect; and

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

19.8 Pari passu ranking

     Each  Borrower shall procure that its payment obligations
     under  the  Finance Documents do and will rank  at  least
     pari   passu  with  all  its  other  present  and  future
     unsecured  payment  obligations, except  for  obligations
     which  are  mandatorily  preferred  by  law  applying  to
     companies generally.

19.9 Negative pledge

(a)  No  Borrower shall, and the Company shall procure that no
     other  member  of  the Group will, create  or  permit  to
     subsist any Security Interest on any of its assets.
     
(b)  Paragraph (a) does not apply to:
     
     (i)  any lien or right of set-off arising by operation of
          law  (or  by an agreement having similar effect)  in
          the ordinary course of business; or
     
     (ii) pledges  of  goods, the related documents  of  title
          and/or other related documents arising or created in
          the ordinary course of its business as security only
          for  Financial Indebtedness to a bank  or  financial
          institution  directly  relating  to  the  goods   or
          documents on or over which that pledge exists; or
     
    (iii) any  Security Interest arising  out  of  title
          retention  or  conditional  sale  provisions  in   a
          supplier's  standard conditions of supply  of  goods
          acquired  by any member of the Group in the ordinary
          course of its business;
     
     (iv) any  Security Interest created under the Pooling and
          Settlement Agreement;
     
     (v)  any  Security Interest existing on an asset  at  the
          time  of the acquisition of the asset by any  member
          of  the Group after the date of this Agreement,  but
          only if:
     
          (A)  the  Security  Interest  was  not  created   in
               contemplation of the acquisition;
          
          (B)  the  principal amount secured by  the  Security
               Interest    is   not   increased   after    the
               acquisition; and
          
          (C)  the  Security  Interest  is  discharged  within
               180 days of the acquisition; or
          
     (vi) any  Security Interest existing on the assets  of  a
          company at the time it becomes a member of the Group
          after the date of this Agreement, but only if:
          
          (A)  the  Security  Interest  was  not  created   in
               contemplation of the relevant company  becoming
               a member of the Group;
          
          (B)  the  principal amount secured by  the  Security
               Interest  is  not increased after the  relevant
               company becomes a member of the Group; and
          
          (C)  the  Security  Interest  is  discharged  within
               180  days  of the relevant company  becoming  a
               member of the Group; or
          
     (vii) any Security Interest which:-
          
          (A)  constitutes a contractual right of any bank  or
               financial  institution  to  apply  any   credit
               balance  maintained by any member of the  Group
               with that bank or financial institution against
               any  amount  due and payable to  such  bank  or
               financial  institution by  that  or  any  other
               member of the Group; and
               
          (B)  arises  in  connection with the relevant  Group
               member's    ordinary    banking    arrangements
               (including a cash management scheme); or
          
    (viii) any Security Interest created with the approval
           of the Majority Banks; or
     
     (ix)  any  Security Interest created by a Project  Finance
           Subsidiary, or over the shares of a Project  Finance
           Subsidiary,  securing Project Finance  Indebtedness;
           or
     
     (x)  any  other Security Interest not falling within  any
          of  paragraphs  (i) to (ix) above  so  long  as  the
          aggregate    principal   amount    of    outstanding
          indebtedness  secured by all the Security  Interests
          permitted under this sub-paragraph (x) at any  time,
          together with the aggregate principal amount of  all
          outstanding     indebtedness     permitted     under
          Clause  19.10(b) (Transactions similar to  security)
          at  that time, does not exceed (prior to the date on
          which the Facility B Loans are repaid or prepaid  in
          full)  25,000,000  pounds  or  (subsequently) 
          50,000,000 pounds (or, in each case, its equivalent 
          in other currencies).
          
19.10     Transactions similar to security

(a)  Subject  to  paragraph (b) below, no Borrower shall,  and
     the  Company  shall procure that no other member  of  the
     Group will:-
     
     (i)  sell,  transfer or otherwise dispose of any  of  its
          assets on terms whereby it is or may be leased to or
          re-acquired or acquired by a member of the Group  or
          any of its related entities; or

     (ii) sell,  transfer or otherwise dispose of any  of  its
          receivables  on  recourse  terms,  except  for   the
          discounting of bills or notes in the ordinary course
          of trading,

     in  circumstances where the transaction is  entered  into
     primarily  as a method of raising finance or of financing
     the acquisition of an asset.

(b)  Any  member  of  the  Group may enter  into  transactions
     otherwise  prohibited by sub-paragraph  (a)(i)  above  so
     long  as  the  aggregate principal amount of  outstanding
     indebtedness  of  the  Group  in  respect  of  all   such
     transactions  at  any time, together with  the  aggregate
     principal  amount of all outstanding secured indebtedness
     permitted  under Clause 19.9(b)(x) (Negative  pledge)  at
     that  time, does not exceed (prior to the date  on  which
     the  Facility  B  Loans are repaid or  prepaid  in  full)
     25,000,000 pounds or (subsequently) 50,000,000 pounds (or,
     in each case, its equivalent in other currencies).

19.11     Disposals

(a)  The Company shall not sell, transfer or otherwise dispose
     of or cease to exercise control over any of the Shares in
     the Target acquired by it.

(b)  No  Borrower shall, and the Company shall procure that no
     other  member  of  the Group will,  either  in  a  single
     transaction  or  in  a  series of  transactions,  whether
     related  or not and whether voluntarily or involuntarily,
     sell,  transfer, grant or lease or otherwise  dispose  of
     all  or  any  part  of its assets (all such  transactions
     being "disposals" for the purpose of this Clause).

(c)  Paragraph  (b) does not apply to the following  disposals
     (if made on arm's length terms):-

     (i)  disposals made in the ordinary course of business of
          the disposing entity; or
     
     (ii) disposals  of  assets in exchange for  other  assets
          comparable  or  superior  as  to  type,  value   and
          quality; or
     
    (iii) disposals  of  obsolete or surplus  assets  no
          longer  required  for the purpose  of  the  relevant
          person's business; or
     
     (iv) the   payment  of  cash  as  consideration  for  the
          acquisition of any asset or services; or
     
     (v)  disposals  by  one  member of the Group  to  another
          member  of  the Group (other than a Project  Finance
          Subsidiary),  but  only  if,  in  the  case   of   a
          Subsidiary  of  the Company to whom the  assets  are
          transferred, the Company owns directly or indirectly
          at least a corresponding percentage of the ownership
          interest  in  the transferee Subsidiary  as  in  the
          transferor Subsidiary; or
     
     (vi) other disposals of assets which are integral to  the
          distribution and supply of electricity activities of
          the  Group  to  the extent that the value  of  those
          assets disposed of during any financial year of  the
          Company is less than 20,000,000 pounds (as determined
          by reference to the audited consolidated balance sheet
          of  the  Company  as  at the  end  of  the  relevant
          financial  year  or, in the case of any  such  asset
          which was not taken into account for the purposes of
          that  balance sheet, its book value at the  date  of
          disposal); or
     
    (vii) other disposals of assets not referred  to  in
          paragraph (vi) above to the extent that the value of
          those  assets disposed of during any financial  year
          of the Company is less  than 50,000,000  pounds  (as
          determined  by reference to the audited consolidated
          balance  sheet of the Company as at the end  of  the
          relevant financial year or, in the case of any  such
          asset  which  was  not taken into  account  for  the
          purposes  of that balance sheet, its book  value  at
          the date of disposal); or
     
   (viii) disposals of receivables on arm's length terms
          up to a maximum value:
     
          (1)  of  20,000,000 pounds, at  any time when   the
               Capitalisation  Ratio is in excess  of  65  per
               cent.; or
          
               (2)   of  50,000,000 pounds at any time when the
               Capitalisation Ratio is less than or  equal  to
               65 per cent.; or
     
          (3)  in  excess of the  relevant  limit of  20,000,000
               pounds or  50,000,000  pound, as  appropriate, but
               only if the  net   proceeds  of  any  such  excess
               disposals are  applied  in  accordance  with  this
               Agreement in or towards  prepayment of the Facility
               B  Loans, with  any  excess  being applied  first
               in  or towards prepayment of the Facility A Loans
               pro rata  and secondly in or towards prepayment  of
               the  Facility  C  Loans pro  rata.   The  Total
               Facility  A  Commitments, the Total Facility  B
               Commitments   or   the   Total    Facility    C
               Commitments,  as  the case  may  be,  shall  be
               reduced  by  an  amount equal to  the  relevant
               prepayment; or
     
     (ix) any other disposal approved by the Majority Banks.

19.12     Change of business

     The  Company shall procure that no substantial change  is
     made  to  the general nature or scope of the business  of
     the Company or the Group from that carried on at the date
     of   this   Agreement  or  those  which  are  usual   for
     electricity  companies in the United Kingdom  as  at  the
     date  of  this Agreement, including, without  limitation,
     electricity    distribution,   supply   and   generation,
     electrical  contracting and business activities  relating
     to the gas, telecommunication and water industries.

19.13     Holding Company

     The  Company shall not carry on any business (other  than
     the  holding of shares in, the making of loans to and the
     provision  of administrative services to members  of  the
     Group)  or  acquire  any  assets other  than  cash,  cash
     equivalents  or  shares in (or loans to) members  of  the
     Group.
     
19.14     Mergers and acquisitions

(a)  No  Borrower shall, and the Company shall procure that no
     other   member  of  the  Group  will,  enter   into   any
     amalgamation, demerger, merger or reconstruction,  except
     for any amalgamation, merger or reconstruction between  a
     member  of  the  Group  (other than  a  Borrower  or  the
     Licenceholder) and any other member of the  Group  (other
     than a Borrower or the Licenceholder).

(b)  No  Borrower shall, and the Company shall procure that no
     other  member  of the Group will, acquire any  assets  or
     business  or make any investment if the assets,  business
     or  investment is substantial in relation  to  the  Group
     (other than the Acquisition), except for:
     
     (i)  acquisitions  or  investments made in  the  ordinary
          course of business;
     
     (ii) acquisitions or investments which the Target or  any
          of  its  Subsidiaries is legally obliged to make  at
          the date the Target becomes a member of the Group;
     
    (iii) capital expenditure and any other expenditure,
          in  either case required to be carried out under the
          Licence,  any  Licence  Undertaking  or  any   other
          applicable law or regulation; and
     
     (iv) other acquisitions or investments, the consideration
          for  which  does not exceed (on a cumulative  basis)
          from the Unconditional Acceptances Date:
     
          (A)  until  the  Facility  B  Loans  are  repaid  or
               prepaid in full, 10,000,000 pounds (or its equivalent
               in other currencies); or
          
          (B)  at any other time, 20 per cent. of the Adjusted
               Capital  and  Reserves at  such  time  (or  its
               equivalent in other currencies),
          
          but  only  if,  in either case, no Default  is  then
          outstanding  or will result from the acquisition  or
          investment.
     
19.15     Distributions

(a)  The Company shall not declare, recommend, make or pay any
     dividend,  distribution or payment (including by  way  of
     redemption, repurchase, defeasance, retirement, return or
     repayment)  to  any of its shareholders (other  than  any
     payment due to its shareholders for goods and/or services
     received  or provided in the ordinary course of business)
     or  make  any  payment (including by way  of  redemption,
     repurchase,  defeasance, retirement, return or  repayment
     and  including the payment of interest) in respect of any
     Subordinated Debt, if:

     (i)  after the relevant dividend, payment or distribution
          is  made,  the  Company is not able to  perform  its
          obligations    under    Clause    9.6     (Mandatory
          prepayment/cancellation); or
     
     (ii) a  Default  is outstanding or will result  from  the
          relevant dividend, payment or distribution; or
     
     (iii)      the Capitalisation Ratio exceeds, or will as a
          result   of   the  relevant  dividend,  payment   or
          distribution exceed, 70 per cent.

(b)  The Company shall procure that, with effect from the date
     on  which the Target becomes a Subsidiary of the  Company
     and on a quarterly basis, the Target either:

     (i)  pays dividends to its shareholders; or
     
     (ii) provides funds by way of the making of a loan or the
          payment of interest on a loan or the repayment of  a
          loan to the Company,
     
     in  each  case  in  the maximum amount available  to  the
     Target out of Surplus Cashflow.  The Company's obligation
     under  paragraph (b) above does not extend  to  procuring
     that  the Target makes a payment or provides funds if  it
     would  be  contrary  to any law or  regulation  or  would
     breach  the Licence or any Licence Undertaking.   Without
     limiting the above, if the Target could make a payment or
     provide  funds  by  complying with  Section  155  of  the
     Companies Act 1985 and the Target is able to do so,  then
     the  Company  shall  procure that the  Target  takes  the
     necessary  steps under Section 155-158 of  the  Companies
     Act 1985 to enable the payment to be made or the relevant
     funds to be provided.

19.16     Lending and borrowing

(a)  The Company will procure that the aggregate Borrowings of
     the  Target  and  its Subsidiaries taken  together  on  a
     consolidated  basis  plus (to the  extent  not  otherwise
     included   in  Borrowings  of  the  Target   and/or   its
     Subsidiaries)  the  amount of any  actual  or  contingent
     liabilities of the Target and/or its Subsidiaries:

     (i)  for  Borrowings at that time of any person in  which
          the  Target  or  any  of  its  Subsidiaries  has  an
          ownership interest; or
     
     (ii) to  provide  funds by loan, subscription  for  share
          capital  or  otherwise to any person  in  which  the
          Target  or  any of its Subsidiaries has an ownership
          interest,
     
     will not exceed the aggregate of:
     
     (A)  the  outstanding principal amount from time to  time
          of the Facility C Loans;
          
     (B)  the  principal  amount of all  Borrowings  of  those
          companies    outstanding   at   the    Unconditional
          Acceptances Date save to the extent refinanced by  a
          Utilisation of Facility C;
          
     (C)  the  outstanding principal amount from time to  time
          of  all Borrowings of those companies for which  the
          only creditor is the Company;
          
     (D)  any  Borrowing of the Target and/or its Subsidiaries
          where  there  is  recourse falling within  paragraph
          (b)(iii)  of  the  definition  of  "Project  Finance
          Indebtedness"    in    Clause   1.1    (Definitions)
          outstanding from time to time; and
     
     (E)  the  amount which, when aggregated with the  amounts
          referred  to  in  sub-paragraphs (A),  (B)  and  (D)
          above, equals 400,000,000 pounds.
          
(b)  No  Borrower will, and each Borrower will procure that no
     member  of the Group will, be the creditor in respect  of
     any Borrowings, other than:
     
     (i)  any Borrowing entered into with the prior consent of
          the Majority Banks;
     
     (ii) any  Borrowing under paragraph (b) of the definition
          of  "Borrowings" where trade credit is  extended  by
          any  member of the Group on normal commercial  terms
          and  in  the  ordinary course  of  its  business  on
          substantially   the  same  terms  (or   terms   more
          favourable  to  it) and in similar circumstances  as
          for  trade credit extended prior to the date of this
          Agreement by the Target or its Subsidiaries;
     
     (iii)      loans  made  by  one member of  the  Group  to
          another member of the Group; or
     
     (iv) Borrowings   not   otherwise  permitted   under   to
          paragraphs (i) to (iii) above in an aggregate amount
          for the Group as a whole at any time outstanding not
          exceeding 10,000,000 pounds.
     
(c)  Without  prejudice to paragraph (a) above and unless  the
     Majority Banks otherwise consent (such consent not to  be
     unreasonably  withheld), the Company shall  procure  that
     the  Target does not repay or redeem the Bonds  otherwise
     than  as  may be required by the relevant bondholders  in
     accordance with the terms of the Bonds.
     
19.17     Hedging

(a)  Subject  to  paragraph (b) below, no Borrower shall,  and
     the  Company  shall ensure that none of its  Subsidiaries
     will,  enter  into any interest rate swap, cap,  ceiling,
     collar  or  floor or any currency swap, futures,  foreign
     exchange  or  commodity contract or option (whether  over
     the  counter or exchange traded) or any similar  treasury
     transaction,  other than spot foreign exchange  contracts
     entered  into  in  the ordinary course of  business,  and
     transactions  for  the  hedging of  actual  or  projected
     interest  rate, currency and/or commodity  and/or  energy
     price  exposures arising in the ordinary  course  of  the
     business activities of that member of the Group.

(b)       (i)   It is the policy of the Company to ensure that
          the  interest rate on at least 50 per cent.  of  the
          aggregate  of the outstanding Facility A  Loans  and
          the Facility C Loans is either fixed or subject to a
          cap  (the level of which must be acceptable  to  the
          Arrangers  (acting reasonably)),  based  on  current
          market  rates  at  the  time  the  relevant  hedging
          arrangement  is  put  in place and  for  an  average
          period  of  not  less  than  three  years  from  the
          Unconditional Acceptances Date.

     (ii) The Company shall enter into such Swap Documents  as
          are  necessary to implement the above policy  within
          three months of the Unconditional Acceptances Date.

19.18     Insurance

     The  Company  shall, and (after the Clean-Up Date)  shall
     procure that each member of the Group will:
     
     (a)  maintain with underwriters or insurance companies of
          repute the policies of insurance in relation to  its
          business  and assets which a prudent person carrying
          on  a similar business might be expected to maintain
          (including policies to cover public and third  party
          liability    and    insurance    against    business
          interruption) and any such other insurance as may be
          required  pursuant  to  the  terms  of  any  Finance
          Document; and
     
     (b)  from  time to time upon request by the Agent, supply
          the Agent with copies of all such insurance policies
          or  certificates of insurance or such other evidence
          of   the  existence  of  such  policies  as  may  be
          reasonably acceptable to the Agent.

19.19     Constitutional Documents

     No  Borrower will, and the Company will procure  that  no
     other member of the Group will, without the prior consent
     of  the  Majority Banks or as required by law,  amend  or
     seek  or  agree  to  amend or replace the  memorandum  or
     articles of association or other constitutional documents
     or  by-laws of any member of the Group in any  way  which
     would  be  likely materially and adversely to affect  the
     interests of the Banks under the Finance Documents.
     
19.20     Arm's length terms

     No  Borrower will, and the Company will procure  that  no
     other  member of the Group will, enter into any  material
     transaction with any other person otherwise than on arm's
     length terms, other than:
     
     (a)  transactions  previously approved  by  the  Majority
          Banks;
     
     (b)  loans from or to, or disposals by, one member of the
          Group  to  another  which are  permitted  under  the
          Finance Documents;
     
     (c)  transactions  entered into on terms more  favourable
          to  a  member of the Group than arm's length  terms;
          and
     
     (d)  other   transactions   (including   the   issue   of
          Subordinated  Debt)  expressly permitted  under  the
          Finance Documents.
     
19.21     Share capital and security

     The  Company  shall ensure that no member  of  the  Group
     whose  shares are charged under the Debenture shall issue
     any  further shares or alter any rights attaching to  its
     issued  shares in existence at the date of this Agreement
     unless   those   further  shares  are   contemporaneously
     charged,  by  way of fixed charge, to the  Agent  on  the
     terms of the Debenture.

19.22     Security perfection

     The Company shall take all action required to perfect the
     Security  Interests  created by the  Debenture  over  the
     Security Assets (as defined in the Debenture) as soon  as
     reasonably  practicable after the date of the  Debenture,
     including  (without limitation) sending to the  Agent  in
     form   and   substance   satisfactory   to   it   (acting
     reasonably):
     
     (a)  unless  already  delivered to the Agent,  all  share
          certificates  and all other documents  of  title  in
          relation  to  shares,  stocks  or  other  securities
          charged  under  the  Debenture together  with  share
          transfer  forms executed in blank or other documents
          required  to  enable the Agent or  its  nominees  to
          become registered as the owner of the same; and
     
     (b)  duly executed notices of charge and acknowledgements
          in  the  form  of  the  relevant  schedules  to  the
          Debenture  respectively in relation to the  relevant
          agreements  or accounts charged under the Debenture,
          but   the  Company  will  only  be  obliged  to  use
          reasonable endeavours to obtain the acknowledgements
          referred to above.

19.23     Compliance with laws

     Without   prejudice   to  Clause  19.24   (Licences   and
     regulatory matters), each Borrower will, and the  Company
     will  procure that each other member of the  Group  will,
     comply in all material respects with all applicable  laws
     and  regulations,  whether domestic  or  foreign,  having
     jurisdiction  over  it or any of its assets,  failure  to
     comply with which has a Material Adverse Effect.
     
19.24     Licences and regulatory matters

     The Company shall:
     
     (a)  with effect from the Clean-Up Date, ensure that  the
          Target  and any Licenceholder (or any other relevant
          member  of  the  Group)  complies  in  all  material
          respects with the terms of its Licence where failure
          to comply has a Material Adverse Effect; and
     
     (b)  notify the Agent promptly upon receipt by it or  any
          member   of  the  Group  of  any  notice  from   the
          government, any court or any regulatory authority or
          agency  which is reasonably likely to give  rise  to
          the   revocation,   termination,  material   adverse
          amendment,  suspension or withdrawal of any  Licence
          granted  in  its  favour (unless, contemporaneously,
          that  Licence  is  to  be replaced,  substituted  or
          reissued  on  the same, substantially  the  same  or
          improved terms); and
     
     (c)  with  effect  from the Clean-Up Date,  procure  that
          each other member of the Group will, comply with the
          requirements of all rules, regulations,  orders  and
          other requirements of the Secretary of State and the
          Director  General  under the Act or  any  other  law
          applicable  to  the conduct of the business  of  the
          supply or distribution of electricity, where failure
          to comply has a Material Adverse Effect.
     
19.25     Licence Undertakings

     The  Company will consult with the Banks with  regard  to
     the  terms  of any Licence Undertaking which  it  or  any
     Holding  Company of it or the Target may be  required  to
     give to the Director General or the Secretary of State in
     connection  with  the Offer and will not  give  and  will
     procure that such Holding Company and (once it has become
     a  Subsidiary of the Company and under its control and in
     any  event no later than 30 days after the Target becomes
     a Subsidiary of the Company) the Target will not give any
     such  Licence Undertaking without prior consultation with
     the Banks.
     
19.26     Business Consents

     Each  Borrower  will, and the Company will  procure  that
     each  other  member of the Group will,  obtain,  promptly
     renew  from time to time, and maintain in full force  and
     effect,  and  if so requested promptly furnish  certified
     copies  to the Agent of, all such material authorisations
     as may be required under any applicable law or regulation
     or  under the Licence or any Licence Undertaking to carry
     on  its  business as it is being conducted from  time  to
     time, where failure to obtain, renew or maintain any such
     authorisation  or non-compliance with the  terms  of  the
     same has a Material Adverse Effect.
     
19.27     The Offer

     The Company shall:

     (a)  issue the Press Release within 7 days of the date of
          this Agreement;
     
     (b)  until the earlier of the date the Offer lapses or is
          finally closed, comply in all material respects with
          the  Financial  Services Act 1986 and the  Companies
          Act   1985   and  all  other  applicable  laws   and
          regulations  relevant in the context of  the  Offer,
          including (subject to any waivers by the Panel)  the
          Code;
     
     (c)  provide  each of the Arrangers with such information
          regarding  the  progress of  the  Offer  as  it  may
          reasonably request;
     
     (d)  unless  required to do so by law or under  the  Code
          (and  if  so required, having notified the Agent  as
          soon  as  possible  after  becoming  aware  of   the
          requirement) not issue any press release or make any
          statement  during  the course  of  the  Offer  which
          contains any information or statement concerning the
          Finance  Documents  or the Finance  Parties  without
          first   obtaining   the  prior   approval   of   the
          information or statement from the Arrangers, in each
          case  such approval not to be unreasonably  withheld
          or delayed;
     
     (e)  not  purchase any Shares if to do so would mean that
          it  must make a mandatory offer under Rule 9 of  the
          Code;
     
     (f)  promptly  give  notices under  Section  429  of  the
          Companies Act 1985 in respect of the Shares upon the
          conditions contained in the Companies Act  1985  for
          the giving of those notices being satisfied; and
     
     (g)  ensure that no amendment is made or waiver given  in
          respect of any condition of the Offer which, if  not
          waived,  would  entitle the  Company  to  lapse  the
          Offer,  unless the Majority Banks have  given  their
          prior  consent (such consent not to be  unreasonably
          withheld or delayed); however, any such amendment or
          waiver must relate to:-
          
          (i)  any  increase  in the purchase  price  for  the
               Shares  above  the  level  agreed  between  the
               Company and the Banks from time to time; or
          
          (ii) the  provisions relating to a material  adverse
               change affecting the Target.
          
19.28     Financial covenants

(a)  In this Clause 19.28:-

     "Adjusted Capital and Reserves"
     
     means  the amount (including any share premium)  for  the
     time  being paid up or credited as paid up on the  issued
     share capital of the Company, adjusted as follows:
     
     (i)  plus  the  outstanding amount  of  any  Subordinated
          Debt;
     
     (ii) plus  the amount standing to the credit (or, as  the
          case may be, minus the amount standing to the debit)
          of the capital and revenue reserves of the Group;
          
    (iii) plus any amount standing to the credit or minus  any
          amount  standing  to the debit of  the  consolidated
          profit and loss account of the Group;
     
     (iv) minus  any  distribution declared  or  made  by  the
          Company  or any of its Subsidiaries (other  than  to
          another member of the Group) out of profits included
          within  reserves to the extent that  those  reserves
          have not already been reduced on account of it;
     
     (v)  minus amounts attributable to the interests (if any)
          of  outside holders of issued share capital  in  any
          member of the Group other than the Company itself;
     
     and, for the purposes of the foregoing;
     
     (A)  no  item shall be effectively deducted or added more
          than  once,  all  items shall  be  calculated  on  a
          consolidated  basis  and (subject  only  as  may  be
          required  in order to reflect the express  inclusion
          or   exclusion  of  items  as  specified   in   this
          definition)   in  accordance  with  the   Applicable
          Accounting Principles; and
     
     (B)  where the calculation is being made as at the end of
          any  Accounting  Period it shall be determined  from
          the  balance  sheet  forming part  of  the  relevant
          quarterly  or  annual accounts for  that  Accounting
          Period  and, where the calculation is being made  on
          the  Business  Day  following a  Subsequent  Capital
          Injection for the purposes of paragraph (a)  of  the
          definition of "Margin Adjustment Date", it shall  be
          determined   from  a  certificate  of   two   senior
          authorised officers of the Company delivered to  the
          Agent following that Subsequent Capital Injection.
     
     "Capitalisation Ratio"
     
     means,  at any time, the ratio of Consolidated Net  Total
     Borrowings  to  the aggregate of Consolidated  Net  Total
     Borrowings  and Adjusted Capital and Reserves,  expressed
     as a percentage.

     "Consolidated EBITDA"
     
     for any period comprising an annual Accounting Period  of
     the  Company or consecutive quarterly Accounting  Periods
     of  the Company (taken together as one period) means  the
     profit of the Group for such period:
     
     (i)  before   deducting   all  depreciation   and   other
          amortisation    (including,   without    limitation,
          amortisation of goodwill arising from and  upon  the
          acquisition of the Shares and amortisation of  Offer
          Costs   in   accordance  with  Financial   Reporting
          Standard   4  issued  by  the  Accounting  Standards
          Board);
     
     (ii) before  taking into account all Extraordinary  Items
          (whether positive or negative) but after taking into
          account  all Exceptional Items (whether positive  or
          negative);
     
    (iii) before deducting tax;
     
     (iv) before taking into account Consolidated Net Interest
          Payable for such period;
     
     (v)  before deducting any Offer Costs; and
     
    (vi)  after  deducting any gain, or adding  any  loss,  to
          book  value  arising in favour of the Group  on  the
          sale,  lease  or other disposal of any asset  (other
          than  on  the  sale  of trading stock)  during  such
          period  and deducting any gain, or adding any  loss,
          arising  on  revaluation of any  asset  during  such
          period,  in  each case to the extent that  it  would
          otherwise  be  taken  into account,  whether  as  an
          Exceptional Item or otherwise,
     
     and, for the purposes of the foregoing, no item shall  be
     effectively deducted or credited more than once  in  this
     calculation,   all  items  shall  be  determined   on   a
     consolidated basis and (subject only as may  be  required
     in order to reflect the express inclusion or exclusion of
     items as specified in this definition) in accordance with
     the  Applicable Accounting Principles and  as  determined
     from  the  consolidated accounts of the  Group  for  that
     annual  Accounting Period or for the relevant  Accounting
     Periods falling within that period.
     
     "Consolidated Net Interest Payable"
          
     means  Consolidated  Total  Interest  Payable  less   any
     interest  or amounts in the nature of interest receivable
     during  the  relevant  annual Accounting  Period  of  the
     Company  or  consecutive quarterly Accounting Periods  of
     the Company (taken together as one period), determined on
     the  same  basis  and  manner as for  Consolidated  Total
     Interest Payable.
     
     "Consolidated Net Total Borrowings"
     
     at  any  time  means the aggregate at that  time  of  the
     Borrowings  of  the  members of the  Group  from  sources
     external to the Group,
     
     (i)  plus  (to  the  extent not otherwise  included)  the
          amount of any actual or contingent liability of  any
          member of the Group:
          
          (A)  for  Borrowings at that time of any  person  in
               which  any member of the Group has an ownership
               interest; or
          
          (B)  to  provide  funds  by loan,  subscription  for
               share  capital  or otherwise to any  person  in
               which  any member of the Group has an ownership
               interest;
     
     (ii) less  the cash in hand and cash equivalents  of  the
          members of the Group at that time,
     
     calculated on a consolidated basis and (subject  only  as
     may be required in order to reflect the express inclusion
     or  exclusion of items as specified herein and/or in  the
     definition  of  Borrowings in this Clause) in  accordance
     with  the Applicable Accounting Principles and, (1) where
     the  calculation  is being made as  at  the  end  of  any
     Accounting Period for which a consolidated balance  sheet
     of the Group has been delivered to the Agent, as shown in
     that  balance  sheet; and (2) where  the  calculation  is
     being  made  on  any  other day  following  a  Subsequent
     Capital  Injection for the purposes of paragraph  (a)  of
     the  definition of "Margin Adjustment Date", it shall  be
     determined  from  a certificate of two senior  authorised
     officers  of the Company delivered to the Agent following
     that Subsequent Capital Injection.
     
     "Consolidated Total Interest Payable"
     
     for any period comprising an annual Accounting Period  of
     the  Company or consecutive quarterly Accounting  Periods
     of  the Company (taken together as one period) means  the
     interest  (and  all  amounts required by  the  Applicable
     Accounting  Principles to be accounted for  as  interest)
     accrued on Borrowings of the Group during such period  as
     an  obligation  of  any member or members  of  the  Group
     (whether  or  not paid or capitalised during or  deferred
     for  payment after such period) adjusted to take  account
     of  any  amount constituting interest receivable  by  any
     members  of the Group under interest rate and/or currency
     hedging agreements or instruments under which all parties
     are  in  compliance with their payment and other material
     obligations, all determined on a consolidated  basis  and
     (subject only as may be required in order to reflect  the
     express  inclusion or exclusion of items as specified  in
     this   definition)  in  accordance  with  the  Applicable
     Accounting  Principles and as shown in  the  consolidated
     accounts  of the Group for such annual Accounting  Period
     or for the Accounting Periods falling within such period.
     
     "Exceptional Items"
     
     has  the  meaning  given  to it  in  Financial  Reporting
     Standard  3 issued by the Accounting Standards Board  (as
     in  force  at  the  date  of this Agreement),  but  shall
     exclude  any  items  falling  within  the  definition  of
     Extraordinary Items.
     
     "Extraordinary Items"
     
     has  the  meaning  given  to it  in  Financial  Reporting
     Standard  3 issued by the Accounting Standards Board  (as
     in  force  at the date of this Agreement) but in addition
     shall include those items listed in paragraph 20 thereof.
     
(b)       (i)   All the terms used in paragraph (a) above  are
          to  be  calculated in accordance with the Applicable
          Accounting Principles.

     (ii) If there is a dispute as to any interpretation of or
          computation   for   paragraph   (a)    above,    the
          interpretation  or  computation  of   the   Auditors
          prevails.
     
(c)  The Company shall procure that:-

     (i)  as  of  each  date  on  which  it  is  tested  under
          paragraph  (d)  below,  the  ratio  of  Consolidated
          EBITDA  to Consolidated Net Interest Payable  is  no
          less than:
     
          (A)  for  the  period  from the date  on  which  the
               Target  becomes  a Subsidiary  of  the  Company
               until  the date on which the Facility  B  Loans
               are repaid or prepaid in full, 1.75:1; and
          
          (B)  thereafter, 2.0:1; and
          
     (ii) the  Capitalisation Ratio shall not, as of each date
          on  which  it is tested under paragraph  (e)  below,
          exceed:
     
          (A)  for  the  period  from the date  on  which  the
               Target  becomes  a Subsidiary  of  the  Company
               until  the date on which the Facility  B  Loans
               are repaid or prepaid in full, 90 per cent.;
          
          (B)  for  the  period  from the date  on  which  the
               Facility B Loans are repaid or prepaid in  full
               until  the  date falling three years after  the
               date of this Agreement, 75 per cent.; and
          
          (C)  thereafter, 65 per cent.
          
(d)       (i)   The  first  test of the covenant  set  out  in
          paragraph  (c)(i) above shall be made in respect  of
          the  period beginning on the date the Target becomes
          a  member of the Group and ending on its First  Test
          Date;

          (ii) the next three tests of the covenant set out in
          paragraph (c)(i) above shall be made on a cumulative
          basis  as of the expiry of each subsequent quarterly
          Accounting Period; and

          (iii)each   test  of  the  covenant   set   out   in
          paragraph (c)(i) above thereafter shall be made on a
          quarterly  basis  and  in  respect  of  the   annual
          Accounting  Period  ending  on  the  expiry  of  the
          relevant quarterly Accounting Period.

(e)  The  tests  of the covenant set out in paragraph  (c)(ii)
     above shall be made as of:

     (i)  its First Test Date;
     
     (ii) the date of any Subsequent Capital Injection; and
     
    (iii) the  last  day  of each quarterly Accounting  Period
          after its First Test Date.
     
20.  DEFAULT

20.1 Events of Default

     Each  of the events set out in Clauses 20.2 (Non-payment)
     to  20.20  (Material adverse change)  (inclusive)  is  an
     Event  of  Default (whether or not caused by  any  reason
     whatsoever  outside the control of any  Borrower  or  any
     other person).

20.2 Non-payment

     A  Borrower  does  not  pay on the due  date  any  amount
     payable by it under the Finance Documents at the place at
     and  in  the  currency in which it  is  expressed  to  be
     payable  and  (if  caused by technical or  administrative
     error)   the   non-payment   continues   unremedied   for
     3  Business Days from the receipt by it of notice of non-
     payment from the Agent.

20.3 Breach of other obligations

(a)  The Company fails to comply with any provision of Clauses
     19.8   (Pari  passu  ranking)  to  19.15  (Distributions)
     inclusive,   Clause  19.20  (Arm's  length   terms)   and
     Clause 19.28(c)(i) (Financial covenants);
     
(b)  the  Company  fails  to comply with  Clause  19.28(c)(ii)
     (Financial covenants) and, if that default is capable  of
     remedy, it is not remedied within 3 Business Days of  the
     default; or
     
(c)  a  Borrower  does  not comply with any provision  of  the
     Finance  Documents  (other  than  those  referred  to  in
     Clause  20.2 (Non-payment) or paragraph (a) or (b) above)
     and,  if  that default is capable of remedy,  it  is  not
     remedied  within 28 days of the earlier of  the  relevant
     Borrower becoming aware of the default and receipt by  it
     of a notice of default from the Agent.

20.4 Misrepresentation

     A  representation, warranty or statement made or repeated
     in  or in connection with any Finance Document or in  any
     document delivered by or on behalf of any Borrower  under
     or  in  connection with any Finance Document is incorrect
     in any material respect when made or deemed to be made or
     repeated by reference to the facts and circumstances then
     subsisting   and,  if  the  circumstances   causing   the
     misrepresentation  are  capable  of  remedy  within  that
     period, that misrepresentation is not remedied within  28
     days  of  the  earlier of the relevant Borrower  becoming
     aware  of  the  misrepresentation and receipt  by  it  of
     notice from the Agent requiring remedy.

20.5 Cross-default

(a)  Any  Financial Indebtedness of a member of the  Group  is
     not  paid when due or within any applicable grace period;
     or

(b)  an  event of default howsoever described occurs under any
     document  relating to Financial Indebtedness of a  member
     of the Group; or

(c)  any  Financial  Indebtedness of a  member  of  the  Group
     becomes  prematurely  due and payable  or  is  placed  on
     demand  as  a  result  of an event of default  (howsoever
     described) under the document relating to that  Financial
     Indebtedness; or

(d)  any  commitment  for, or underwriting of,  any  Financial
     Indebtedness  of  a member of the Group is  cancelled  or
     suspended  as a result of an event of default  (howsoever
     described) under the document relating to that  Financial
     Indebtedness; or

(e)  any  Security  Interest  securing Financial  Indebtedness
     over   any  asset  of  a  member  of  the  Group  becomes
     enforceable,

     unless, in any such case or cases:-
     
     (i)  the  aggregate  amount of Financial Indebtedness  is
          less than 20,000,000 pounds (or its equivalent in other
          currencies) and for this purpose, the amount of  any
          Financial  Indebtedness specified in  paragraph  (b)
          above   will   be   determined  after   making   the
          adjustments specified in paragraphs (b) and  (c)  of
          the   definition   of  "Borrowings"   contained   in
          Clause 1.1 (Definitions); or
     
     (ii) the Financial Indebtedness is that of the Target  or
          a  Subsidiary  of  the Target,  the  relevant  event
          occurs  prior to the Clean-Up Date and the Financial
          Indebtedness is to be refinanced by a Loan prior  to
          the Clean-Up Date.

20.6 Insolvency

(a)  A  Borrower or a Material Subsidiary is, or is deemed for
     the purposes of any law to be, unable to pay its debts as
     they fall due or to be insolvent, or admits inability  to
     pay its debts as they fall due; or

(b)  a  Borrower  or  a  Material Subsidiary  suspends  making
     payments on all or any class of its debts or announces an
     intention  to  do  so,  or a moratorium  is  declared  in
     respect of all or any class of its indebtedness; or

(c)  a   Borrower  or  a  Material  Subsidiary  by  reason  of
     financial difficulties, begins negotiations with  one  or
     more of its creditors with a view to the readjustment  or
     rescheduling of all or any class of its indebtedness.

20.7 Insolvency proceedings

(a)  Any  step  (including petition, proposal or  convening  a
     meeting)   is   taken  with  a  view  to  a  composition,
     assignment  or  arrangement  with  any  creditors  of   a
     Borrower or a Material Subsidiary; or

(b)  a  meeting  of  a  Borrower or a Material  Subsidiary  is
     convened  for  the purpose of considering any  resolution
     for   (or  to  petition  for)  its  winding-up   or   its
     administration or any such resolution is passed; or

(c)  any  person presents a petition for the winding-up or for
     the   administration  of  a  Borrower   or   a   Material
     Subsidiary, and, in the case of a petition for winding-up
     presented  by a creditor, it is not withdrawn, discharged
     or stayed within 21 days; or

(d)  any order is made for the winding-up or administration of
     a Borrower or a Material Subsidiary; or

(e)  any other step (including petition, proposal or convening
     a  meeting)  is  taken with a view to the rehabilitation,
     administration, custodianship, liquidation, winding-up or
     dissolution  of any Borrower or a Material Subsidiary  or
     any other insolvency proceedings involving Borrower or  a
     Material  Subsidiary, and, in the case of any  such  step
     taken  by a creditor, it is not withdrawn, discharged  or
     stayed within 21 days,

     except for any which arises from a Permitted Transaction.

20.8 Appointment of receivers and managers

(a)  Any   liquidator,   trustee   in   bankruptcy,   judicial
     custodian,  compulsory manager, receiver,  administrative
     receiver,  administrator  or the  like  is  appointed  in
     respect  of  a Borrower or a Material Subsidiary  or  any
     part  of its assets, otherwise than in connection with  a
     Permitted Transaction; or

(b)  the  directors  of  a  Borrower or a Material  Subsidiary
     requests  the  appointment of a  liquidator,  trustee  in
     bankruptcy,   judicial  custodian,  compulsory   manager,
     receiver, administrative receiver, administrator  or  the
     like,  otherwise  than  in connection  with  a  Permitted
     Transaction; or

(c)  any  other step is taken to enforce any Security Interest
     over  any  part of the assets of a Borrower or a Material
     Subsidiary  and  is not withdrawn, discharged  or  stayed
     within 21 days.

20.9 Creditors' process

     Any  attachment,  sequestration,  distress  or  execution
     affects any assets of a Borrower or a Material Subsidiary
     having an aggregate value of 20,000,000 pounds  (or   its
     equivalent  in  other currencies) and is  not  discharged
     within 14 days, unless:
     
     (a)   it  is  being  contested in  good  faith  with  due
     diligence; and
     
     (b)  in  the reasonable opinion of the Majority Banks, it
          does not have a Material Adverse Effect.

20.10     Analogous proceedings

     There  occurs,  in  relation to a  Borrower  or  Material
     Subsidiary, any event anywhere which, in the  opinion  of
     the  Majority Banks, appears to correspond  with  any  of
     those  mentioned  in  Clauses 20.6 (Insolvency)  to  20.9
     (Creditors' process) (inclusive).

20.11     Cessation of business

     A  Borrower or a Material Subsidiary ceases, or threatens
     to  cease, to carry on all or a substantial part  of  its
     business,  other  than  in connection  with  a  Permitted
     Transaction.

20.12     Unlawfulness

     It is or becomes unlawful for any Borrower to perform any
     of its material obligations under the Finance Documents.

20.13     Ownership of the Target

     At  any  time after the Clean-Up Date, less than  75  per
     cent.  of  the  issued share capital  of  the  Target  is
     beneficially owned by the Company.

20.14     Ownership of the Company

(a)  The  Parent  transfers  any of  the  shares  legally  and
     beneficially owned by it to an entity other than:

     (i)  to  Entergy  Corporation or any of its Subsidiaries;
          or
     
     (ii) to  an  entity, which has (or has an Affiliate which
          has)  a credit rating of at least BBB- with Standard
          &  Poor's  rating group or a comparable rating  with
          any other rating agency.
     
(b)  The  issued  share capital of the Company  ceases  to  be
     legally  and  beneficially owned as to at  least  50  per
     cent.   by   Entergy  Corporation  and/or  any   of   its
     Subsidiaries.

(c)  The  issued share capital of the Company at any  time  is
     owned  by  more than three persons and, for this purpose,
     "person"   includes  any  group  of  persons  which   are
     Affiliates.

20.15     Licence

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

(b)  the  Licence  or  any substitute licence contemplated  by
     paragraph (b) above is materially modified in any  manner
     which,  in the reasonable opinion of the Majority  Banks,
     has  (whether  immediately or in the course  of  time)  a
     Material Adverse Effect.

20.16     Compliance with the Act

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

(a)  Any notice requiring the Target to cease to be a party to
     the  Pooling  and Settlement Agreement is  given  to  the
     Target under the Pooling and Settlement Agreement.
     
(b)  The  Target  ceases  to be a party  to  the  Pooling  and
     Settlement Agreement.
     
20.18     Expropriation

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

20.19     Security

     The  Debenture  or the guarantee of the  Company  or  any
     Subordination Agreement is ineffective or is alleged by a
     Borrower  or  (in the case of a Subordination  Agreement)
     the  relevant junior creditor to be ineffective  for  any
     reason.

20.20     Material adverse change

     Any  event  or  series  of events occurs  which,  in  the
     reasonable  opinion  of the Majority  Banks,  has  or  is
     reasonably  likely to have a material adverse  effect  on
     the ability of a Borrower to comply with:
     
     (a)   its payment obligations under any Finance Document;
     or
     
     (b)    its  obligations  under  Clause  19.28  (Financial
     covenants).

20.21     Acceleration

     On  and  at any time after the occurrence of an Event  of
     Default  the Agent may, and shall if so directed  by  the
     Majority Banks, by notice to the Company:-
     
     (a)  cancel the Total Commitments; and/or
     
     (b)  demand that all or part of the Loans, together  with
          accrued  interest,  and  all other  amounts  accrued
          under this Agreement be immediately due and payable,
          whereupon  they  shall become  immediately  due  and
          payable; and/or
     
     (c)  demand  that all or part of the Loans be payable  on
          demand,  whereupon  they  shall  immediately  become
          payable  on  demand  by  the Agent  (acting  on  the
          instructions of the Majority Banks); and/or
     
     (d)  demand  immediate full cash cover in respect of  the
          Guarantee  whereupon the Company  shall  immediately
          provide  to  the  Agent by way  of  payment  into  a
          Security  Account cash cover in an amount  equal  to
          the  Banks'  maximum aggregate actual and contingent
          liability under the Guarantee.

20.22     Limited rights of rescission

     Prior to the end of the Certain Funds Period, no Bank has
     or  may seek to exercise any right of rescission or other
     remedy  (including under Clauses 4.2 (Further  conditions
     precedent) and 20.21 (Acceleration)) in consequence of:
     
     (a)  any  of  the  representations or warranties  of  any
          Borrower in the Finance Documents (other than  those
          made  by  the  Company  in  respect  of  itself  and
          contained in Clauses 18.2(a) (Status), 18.3  (Powers
          and authority), 18.4 (Legal validity) and 18.5 (Non-
          conflict))  being  or  being  proved  to  have  been
          incorrect in any respect; or
     
     (b)  the  occurrence  of  a Default other  than  a  Major
          Default.

     
21.  THE AGENT AND THE ARRANGERS

21.1 Appointment and duties of the Agent

(a)  Each  Finance  Party  (other than the Agent)  irrevocably
     appoints  the  Agent  to act as its agent  under  and  in
     connection  with  the Finance Documents, and  irrevocably
     authorises the Agent on its behalf to perform the  duties
     and  to exercise the rights, powers and discretions  that
     are  specifically delegated to it under or in  connection
     with  the  Finance  Documents, together  with  any  other
     incidental  rights,  powers and  discretions.  The  Agent
     shall   have  only  those  duties  which  are   expressly
     specified in this Agreement. Those duties are solely of a
     mechanical and administrative nature.

(b)  The  Agent  agrees to execute a Subordination  Agreement,
     duly  executed  by  the Company and the  relevant  junior
     creditor, promptly on request by the Company.

21.2 Role of the Arrangers

     Except  as  otherwise  provided  in  this  Agreement,  no
     Arranger  has  any obligations of any kind to  any  other
     Party under or in connection with any Finance Document.

21.3 Relationship

     The  relationship between the Agent and the other Finance
     Parties  is that of agent and principal only. Nothing  in
     this  Agreement  constitutes  the  Agent  as  trustee  or
     fiduciary for any other Party or any other person and the
     Agent need not hold in trust any moneys paid to it for  a
     Party  or  be  liable to account for  interest  on  those
     moneys.

21.4 Majority Banks' directions

     The  Agent  will  be  fully  protected  if  it  acts   in
     accordance with the instructions of the Majority Banks in
     connection  with  the  exercise of any  right,  power  or
     discretion  or any matter not expressly provided  for  in
     the Finance Documents. Any such instructions given by the
     Majority Banks will be binding on all the Banks.  In  the
     absence  of  such instructions the Agent may  act  as  it
     considers to be in the best interests of all the Banks.

21.5 Delegation

     The Agent may act under the Finance Documents through its
     personnel and agents.

21.6 Responsibility for documentation

     None of the Agent and the Arrangers is responsible to any
     other Party for:-
     
     (a)  the execution, genuineness, validity, enforceability
          or  sufficiency of any Finance Document or any other
          document;
     
     (b)  the  collectability  of amounts  payable  under  any
          Finance Document; or
     
     (c)  the  accuracy of any statements (whether written  or
          oral)  made  in  or in connection with  any  Finance
          Document (including the Information Memorandum).

21.7 Default

(a)  The  Agent  is  not obliged to monitor or enquire  as  to
     whether or not a Default has occurred. The Agent will not
     be  deemed  to  have  knowledge of the  occurrence  of  a
     Default.  However, if the Agent receives  notice  from  a
     Party referring to this Agreement, describing the Default
     and  stating  that  the  event is  a  Default,  it  shall
     promptly notify the Banks.

(b)  The  Agent  may  require from the Banks  the  receipt  of
     security satisfactory to it whether by way of payment  in
     advance or otherwise, against any liability or loss which
     it  will or may incur in taking any proceedings or action
     arising out of or in connection with any Finance Document
     before  it  commences  those proceedings  or  takes  that
     action.

21.8 Exoneration

(a)  Without limiting paragraph (b) below, the Agent will  not
     be  liable to any other Party for any action taken or not
     taken  by  it  under or in connection  with  any  Finance
     Document,  unless directly caused by its gross negligence
     or wilful misconduct.

(b)  No  Party  may take any proceedings against any  officer,
     employee or agent of the Agent in respect of any claim it
     might have against the Agent or in respect of any act  or
     omission  of  any  kind (including negligence  or  wilful
     misconduct)  by  that  officer,  employee  or  agent   in
     relation to any Finance Document.

21.9 Reliance

     The Agent may:-
     
     (a)  rely on any notice or document believed by it to  be
          genuine and correct and to have been signed  by,  or
          with the authority of, the proper person;
     
     (b)  rely on any statement made by a director or employee
          of  any  person  regarding  any  matters  which  may
          reasonably be assumed to be within his knowledge  or
          within his power to verify; and
     
     (c)  engage,   pay  for  and  rely  on  legal  or   other
          professional  advisers  selected  by  it  (including
          those   in   the   Agent's  employment   and   those
          representing a Party other than the Agent).

21.10     Credit approval and appraisal

     Without affecting the responsibility of any Borrower  for
     information supplied by it or on its behalf in connection
     with any Finance Document, each Bank confirms that it:-
     
     (a)  has  made  its  own  independent  investigation  and
          assessment of the financial condition and affairs of
          each Borrower and its related entities in connection
          with its participation in this Agreement and has not
          relied exclusively on any information provided to it
          by  the Agent or an Arranger in connection with  any
          Finance Document; and
     
     (b)  will  continue to make its own independent appraisal
          of  the  creditworthiness of each Borrower  and  its
          related  entities  while any amount  is  or  may  be
          outstanding  under  the  Finance  Documents  or  any
          Commitment is in force.

21.11     Information

(a)  The  Agent shall promptly forward to the person concerned
     the original or a copy of any document which is delivered
     to the Agent by a Party for that person.

(b)  The  Agent  shall promptly supply a Bank with a  copy  of
     each  document  received  by the  Agent  under  Clause  4
     (Conditions precedent) or 28.4 (Target as Borrower)  upon
     the request and at the expense of that Bank.

(c)  Except   where   this  Agreement  specifically   provides
     otherwise,  the Agent is not obliged to review  or  check
     the  accuracy or completeness of any document it forwards
     to another Party.

(d)  Except as provided above, the Agent has no duty:-

     (i)  either initially or on a continuing basis to provide
          any  Bank  with  any  credit  or  other  information
          concerning the financial condition or affairs of any
          Borrower  or  any  related entity  of  any  Borrower
          whether coming into its possession or that of any of
          its related entities before, on or after the date of
          this Agreement; or
     
     (ii) unless specifically requested to do so by a Bank  in
          accordance  with  this  Agreement,  to  request  any
          certificates or other documents from any Borrower.
     
21.12     The Agent and the Arrangers individually

(a)  If it is also a Bank, each of the Agent and the Arrangers
     has   the  same  rights  and  powers  under  the  Finance
     Documents as any other Bank and may exercise those rights
     and  powers  as  though  it were  not  the  Agent  or  an
     Arranger.

(b)  Each of the Agent and the Arrangers may:-

     (i)  carry on any business with a Borrower or its related
          entities;
     
     (ii) act  as agent or trustee for, or in relation to  any
          financing  involving,  a  Borrower  or  its  related
          entities; and
     
    (iii) retain  any  profits or remuneration  in  connection
          with  its  activities  under this  Agreement  or  in
          relation to any of the foregoing.

(c)  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 21, if the Agent should act for any member of  the
     Group  in  any capacity in relation to any other  matter,
     any  information given by that member of the Group to the
     Agent   in   such  other  capacity  may  be  treated   as
     confidential by the Agent.

21.13     Indemnities

(a)  Without limiting the liability of any Borrower under  the
     Finance  Documents, each Bank shall forthwith  on  demand
     indemnify  the Agent for its proportion of any  liability
     or  loss incurred by the Agent in any way relating to  or
     arising  out  of its acting as the Agent, except  to  the
     extent  that  the liability or loss arises directly  from
     the Agent's gross negligence or wilful misconduct.

(b)  A  Bank's proportion of the liability or loss set out  in
     paragraph   (a)  above  is  the  proportion   which   its
     participation in the Utilisations (if any)  bear  to  all
     the  Utilisations on the date of the demand. If, however,
     there  are  no Utilisations outstanding on  the  date  of
     demand, then the proportion will be the proportion  which
     its  Commitments  bears to the Total Commitments  at  the
     date  of  demand or, if the Total Commitments  have  been
     cancelled,  bore  to  the  Total Commitments  immediately
     before being cancelled.

21.14     Compliance

(a)  The Agent may refrain from doing anything which might, in
     its opinion, constitute a breach of any law or regulation
     or be otherwise actionable at the suit of any person, and
     may  do  anything which, in its opinion, is necessary  or
     desirable  to  comply with any law or regulation  of  any
     jurisdiction.

(b)  Without limiting paragraph (a) above, the Agent need  not
     disclose any information relating to any Borrower or  any
     of  its related entities if the disclosure might, in  the
     opinion of the Agent, constitute a breach of any  law  or
     regulation  or any duty of secrecy or confidentiality  or
     be otherwise actionable at the suit of any person.

21.15     Resignation of Agent

(a)  Notwithstanding  its irrevocable appointment,  the  Agent
     may resign by giving notice to the Banks and the Company,
     in  which case the Agent may forthwith appoint one of its
     Affiliates  as  successor Agent  or,  failing  that,  the
     Majority  Banks may (after consultation with the Company)
     appoint a successor Agent.

(b)  If  the appointment of a successor Agent is to be made by
     the  Majority  Banks but they have not,  within  30  days
     after  notice of resignation, appointed a successor Agent
     which  accepts  the appointment, the retiring  Agent  may
     appoint a successor Agent.

(c)  The resignation of the retiring Agent and the appointment
     of  any  successor Agent will both become effective  only
     upon  the successor Agent notifying all the Parties  that
     it  accepts  the appointment. On giving the notification,
     the  successor Agent will succeed to the position of  the
     retiring  Agent  and  the  term  "Agent"  will  mean  the
     successor Agent.

(d)  The retiring Agent shall, at its own cost, make available
     to  the  successor Agent such documents and  records  and
     provide  such  assistance  as  the  successor  Agent  may
     reasonably  request for the purposes  of  performing  its
     functions as the Agent under this Agreement.

(e)  Upon  its resignation becoming effective, this Clause  21
     (The  Agent and the Arrangers) shall continue to  benefit
     the  retiring Agent in respect of any action taken or not
     taken  by  it  under or in connection  with  the  Finance
     Documents  while  it  was  the  Agent,  and,  subject  to
     paragraph  (d) above, it shall have no further obligation
     under any Finance Document.

(f)  If  so  instructed by the Majority Banks, the Agent shall
     resign  in accordance with paragraph (a) above.  However,
     in  this  event  the  Agent may not appoint  a  successor
     Agent.

21.16     Banks

     The  Agent  may  treat each Bank as a Bank,  entitled  to
     payments  under this Agreement and as acting through  its
     Facility Office(s) until it has received notice from  the
     Bank  to the contrary not less than 5 Business Days prior
     to the relevant payment.

21.17     Agent as Trustee

(a)  The  Agent in its capacity as trustee or otherwise  under
     the Debenture:-

     (i)  is not liable for any failure, omission or defect in
          perfecting  or registering the security  constituted
          or created by any Finance Document;
     
     (ii) may accept without enquiry such title as the Company
          may have to any asset secured by the Debenture; and
     
    (iii) is not under any obligation to hold any Finance
          Document  or  any other document in connection  with
          the  Finance Documents or the assets secured by  any
          Finance Document (including title deeds) in its  own
          possession  or  to  take any  steps  to  protect  or
          preserve the same.  The Agent may permit any  member
          of the Group to retain any Finance Document or other
          document in its possession.
     
(b)  Save as otherwise provided in the Finance Documents,  all
     moneys  which under the trusts contained in  the  Finance
     Documents  are received by the Agent in its  capacity  as
     trustee  or otherwise may be invested in the name  of  or
     under   the  control  of  the  Agent  in  any  investment
     authorised by English law for the investment by  trustees
     of  trust money or in any other investments which may  be
     selected  by  the Agent.  Additionally, the same  may  be
     placed on deposit in the name of or under the control  of
     the  Agent  at  such bank or institution  (including  the
     Agent) and upon such terms as the Agent may think fit.

22.  FEES

22.1 Front-end fee

     The  Company  shall pay (or procure the payment)  to  the
     Agent  for  the Arrangers a front-end fee in the  amounts
     and  on  the  dates agreed in the Fee Letter between  the
     Company and the Arrangers.

22.2 Commitment fee

(a)  The  Company  shall  pay to the Agent  for  each  Bank  a
     commitment fee computed at the rate of:
     
     (i)  (A)  during the period from the date  of  this
               Agreement    up   to   (but   excluding)    the
               Unconditional Acceptances Date, 0.15 per  cent.
               per annum; and
     
          (B)  subsequently   up   to  (and   including)   the
               Facility  A Final Repayment Date, 50 per  cent.
               of the applicable Margin,
          
          on  the  undrawn, uncancelled amount of that  Bank's
          Facility  A Commitment; any change to the commitment
          fee  under this sub-paragraph takes effect from  the
          Business  Day  following  receipt  of  the  relevant
          compliance certificate providing for a change to the
          applicable Margin, even though the applicable Margin
          may  only apply to Facility A Loans made after  that
          date,  or,  in  any other case, the relevant  Margin
          Adjustment Date;
     
     (ii) during the period from the date of this Agreement up
          to  (and including) the Facility B Term Date, 50 per
          cent.  of  the  applicable Margin  on  the  undrawn,
          uncancelled  amount  of  that  Bank's   Facility   B
          Commitment; and
     
    (iii) (A)  during the period from the date  of  this
               Agreement    up   to   (but   excluding)    the
               Unconditional Acceptances Date, 0.15 per  cent.
               per annum; and
     
          (B)  subsequently   up   to  (and   including)   the
               Facility  C Final Repayment Date, 50 per  cent.
               of the applicable Margin,
          
          on  the  undrawn, uncancelled amount of that  Bank's
          Facility C Commitment.
     
(b)  Accrued  commitment fee is payable quarterly  in  arrear.
     Accrued  commitment fee is also payable to the Agent  for
     the  relevant  Bank(s)  on the cancelled  amount  of  its
     Commitment at the time the cancellation takes effect.

22.3 Guarantee fee

(a)  The  Company  shall  pay to the Agent  for  the  Banks  a
     guarantee  fee  computed at the rate  equivalent  to  the
     Margin  applicable to Facility A Loans on  the  Guarantee
     Outstandings from the Issue Date of the Guarantee  up  to
     and  including  the  Expiry  Date.   Any  change  to  the
     guarantee  fee  takes  effect  from  the  next  date   an
     instalment of guarantee fee is payable which falls  after
     the  Business  Day  following  receipt  of  the  relevant
     compliance  certificate providing for  a  change  to  the
     applicable Margin.

(b)  Guarantee  fee is payable quarterly in advance  from  the
     Issue  Date of the Guarantee, and on the Expiry  Date  of
     the Guarantee.

22.4 Agent's fee

     The  Company  shall pay (or procure the payment)  to  the
     Agent  for  its own account an agency fee in  the  amount
     agreed  in  the  Fee Letter between the Company  and  the
     Agent.   The  agency fee is payable annually in  advance.
     The  first payment of this fee is payable on the date  of
     this Agreement and each subsequent payment is payable  on
     each  anniversary  of the date of this Agreement  for  so
     long  as  any amount is or may be outstanding under  this
     Agreement or any Commitment is in force.

22.5 Issuing Bank's fee

     The  Company  shall pay to the Issuing Bank for  its  own
     account  a  fronting fee in the amount and on  the  dates
     agreed  in  the  Fee Letter between the Company  and  the
     Agent.


22.6 VAT

     Any fee referred to in this Clause 22 (Fees) is exclusive
     of  any  value added tax or any other tax which might  be
     chargeable  in  connection with that fee.  If  any  value
     added tax or other tax is so chargeable, it shall be paid
     by  the  Company at the same time as it pays the relevant
     fee.

23.  EXPENSES

23.1 Initial and special costs

     The Company shall forthwith on demand pay (or procure the
     payment) to the Agent and the Arrangers the amount of all
     reasonable  costs  and  expenses (including  legal  fees)
     reasonably incurred by them in connection with:-
     
     (a)  Syndication   and   the  negotiation,   preparation,
          printing  and  execution of this Agreement  and  any
          other  documents referred to in this Agreement  but,
          subject  to  the maximum limit agreed in respect  of
          legal  fees  in  the  Fee  Letter  referred  to   in
          Clause 22.1 (Front-end fee);
     
     (b)  the negotiation, preparation, printing and execution
          of any other Finance Document (other than a Novation
          Certificate  or the Syndication Agreement)  executed
          after the date of this Agreement; and
     
     (c)  any  amendment,  waiver, consent  or  suspension  of
          rights  (or  any proposal for any of the  foregoing)
          requested by or on behalf of a Borrower or,  in  the
          case  of Clause 2.3 (Change of currency), the  Agent
          and  relating  to a Finance Document or  a  document
          referred to in any Finance Document.
     
23.2 Enforcement costs

     The Company shall forthwith on demand pay to each Finance
     Party  the  amount of all reasonable costs  and  expenses
     (including,  without limitation, legal fees) incurred  by
     it   in  connection  with  the  enforcement  of,  or  the
     preservation of any rights under, any Finance Document.
     
24.  STAMP DUTIES

     The  Company shall pay and forthwith on demand  indemnify
     each  Finance  Party against any liability it  incurs  in
     respect of any stamp, registration and similar tax  which
     is  or becomes payable in connection with the entry into,
     performance or enforcement of any Finance Document.

25.  INDEMNITIES

25.1 Currency indemnity

(a)  If  a  Finance Party receives an amount in respect  of  a
     Borrower's  liability under the Finance Documents  or  if
     that   liability  is  converted  into  a  claim,   proof,
     judgement or order in a currency other than the  currency
     (the  "contractual  currency") in  which  the  amount  is
     expressed  to  be  payable  under  the  relevant  Finance
     Document:-

     (i)  that Borrower shall indemnify that Finance Party  as
          an   independent  obligation  against  any  loss  or
          liability  arising  out of or as  a  result  of  the
          conversion;
     
     (ii) if  the amount received by that Finance Party,  when
          converted into the contractual currency at a  market
          rate  in  the usual course of its business, is  less
          than  the  amount owed in the contractual  currency,
          the Borrower concerned shall forthwith on demand pay
          to  that  Finance Party an amount in the contractual
          currency equal to the deficit; and
     
    (iii) the  Borrower  shall pay to the Finance  Party
          concerned  on  demand any exchange costs  and  taxes
          payable in connection with any such conversion.
     
(b)  Each  Borrower  waives  any right  it  may  have  in  any
     jurisdiction  to  pay  any  amount  under   the   Finance
     Documents  in a currency other than that in which  it  is
     expressed to be payable.

25.2 Other indemnities

     The  Company  shall  forthwith on demand  indemnify  each
     Finance  Party against any loss or liability  which  that
     Finance Party incurs as a consequence of:-
     
     (a)  the occurrence of any Default;
     
     (b)  a  change  in currency of a country or the operation
          of Clause 2.3 (Change of currency), the operation of
          Clause  20.21 (Acceleration) or Clause 31 (Pro  rata
          sharing);
     
     (c)  any  payment of principal or an overdue amount being
          received from any source otherwise than on  its  due
          date  and,  for the purposes of this paragraph  (c),
          the  Repayment Date of an overdue amount is the last
          day   of   each  Designated  Term  (as  defined   in
          Clause 11.3 (Default interest));
     
     (d)  (other  than by reason of negligence or  default  by
          that Finance Party) a Loan not being made after  the
          Borrower has delivered a Request for that Loan; or
     
     (e)  any  failure by a member of the Group to comply with
          the  Environmental  Laws applicable  to  it  or  any
          Environmental Licence held by it.
     
     The Company's liability in each case includes any loss of
     margin  or  other  loss or expense on  account  of  funds
     borrowed,  contracted for or utilised to fund any  amount
     payable under any Finance Document, any amount repaid  or
     prepaid or any Loan.
     
25.3 Acquisition financing indemnity

(a)  The  Company  shall  within 5  Business  Days  of  demand
     indemnify  each  Finance  Party  against  any   loss   or
     liability which that Finance Party suffers or incurs as a
     consequence of any litigation proceeding arising, pending
     or  threatened against that Finance Party as a result  of
     the  Offer  (whether or not made) or of  it  agreeing  to
     finance  or  refinance any acquisition by the Company  or
     any  person  acting in concert with the  Company  of  any
     Shares  or  arising  out of the use of  proceeds  of  any
     Utilisation ("relevant litigation") except to the  extent
     caused by its gross negligence or wilful misconduct.

(b)  A  Finance  Party shall notify the Company promptly  upon
     becoming aware, and in reasonable detail, of any relevant
     litigation  and  shall keep the Company informed  of  its
     progress.

(c)  A  Finance Party shall conduct any relevant litigation in
     good  faith  and will give careful consideration  to  the
     views  of  the Company in relation to the appointment  of
     professional  advisers and the conduct of the  litigation
     taking into account (to the extent practicable) both  its
     interests and the interests of the Company.

(d)  A  Finance Party may only concede or compromise any claim
     in  respect  of any relevant litigation if it  is  acting
     reasonably and has consulted the Company before so doing.

(e)  Notwithstanding  paragraphs (a) to (d) above,  a  Finance
     Party  is  not  required to disclose to the  Company  any
     matter  in  respect of which it is under a duty  of  non-
     disclosure  or  which  is subject to any  attorney/client
     privilege,  or which relates to a Finance Party's  policy
     or other extrinsic matters.  Any information disclosed by
     a  Finance  Party to the Company under this  Clause  25.3
     shall   be   subject   to   the   same   conditions    of
     confidentiality as those set out in Clause 29 (Disclosure
     of  information) in relation to disclosure  to  potential
     transferees.

26.  EVIDENCE AND CALCULATIONS

26.1 Accounts

     Accounts maintained by a Finance Party in connection with
     this Agreement are prima facie evidence of the matters to
     which they relate.

26.2 Certificates and determinations

     Any certification or determination by a Finance Party  of
     a  rate  or amount under the Finance Documents  is  prima
     facie  evidence of the matters to which it relates.   Any
     determination  by a Finance Party of an  amount  under  a
     Finance  Document  shall contain  a  calculation  of  the
     amount in reasonable detail.

26.3 Calculations

     Interest (including any applicable MLA Cost) and the  fee
     payable  under Clause 22.2 (Commitment fee)  accrue  from
     day  to day and are calculated on the basis of the actual
     number of days elapsed and a year of 365 days or (in  the
     case  of  Commitment  fee  or where  market  practice  so
     dictates) 360 days.  Guarantee fee is calculated  on  the
     basis of the actual number of days in the relevant period
     and a year of 365 days.
     
27.  AMENDMENTS AND WAIVERS

27.1 Procedure

(a)  Subject  to  Clause 27.2 (Exceptions), any  term  of  the
     Finance  Documents  may be amended  or  waived  with  the
     agreement  of  the Company, the Majority  Banks  and  the
     Agent.  The Agent may effect, on behalf of the Banks,  an
     amendment  to  which  they  or the  Majority  Banks  have
     agreed.

(b)  The  Agent shall promptly notify the other Parties of any
     amendment  or waiver effected under paragraph (a)  above,
     and  any such amendment or waiver shall be binding on all
     the Parties.

27.2 Exceptions

     An amendment or waiver which relates to:-
     
     (a)   the  definition of "Majority Banks" in  Clause  1.1
     (Definitions);
     
     (b)  an  extension of the date for, or a decrease  in  an
          amount  or a change in the currency of, any  payment
          (including  the  Margin  or  any  other  amount   of
          interest or any fee) under the Finance Documents;
     
     (c)  an increase in a Bank's Commitment;
     
     (d)  the  release  of  any security the  subject  of  the
          Debenture;
     
     (e)  a   term  of  a  Finance  Document  which  expressly
          requires the consent of each Bank; or
     
     (f)  Clause  31  (Pro  rata sharing) or  this  Clause  27
          (Amendments and waivers),
     
     may not be effected without the consent of each Bank.

27.3 Waivers and remedies cumulative

     The  rights  of  each  Finance Party  under  the  Finance
     Documents:-
     
     (a)  may be exercised as often as necessary;
     
     (b)  are cumulative and not exclusive of its rights under
     the general law; and
     
     (c)  may be waived only in writing and specifically.
     
     Delay in exercising or non-exercise of any such right  is
     not a waiver of that right.

28.  CHANGES TO THE PARTIES

28.1 Transfers by Borrowers

     No  Borrower may assign, transfer, novate or  dispose  of
     any of, or any interest in, its rights and/or obligations
     under this Agreement.

28.2 Transfers by Banks

(a)  Subject  to  paragraph (b) below, a Bank  (the  "Existing
     Bank") may at any time assign, transfer or novate any  of
     its Commitments and/or rights and/or obligations in whole
     or in part under this Agreement to a Qualifying Bank (the
     "New  Bank").  A partial assignment, transfer or novation
     is only permitted in minimum amounts of 10,000,000 pounds
     and if the Bank concerned assigns, transfers or novates a
     pro rata portion of all its rights and obligations  under
     Facilities A, B and C.

(b)       (i)   The  prior consent of the Company is  required
          for   any  such  assignment,  transfer  or  novation
          referred to in paragraph (a) above, unless:-
     
          (A)  the New Bank is another Bank or an Affiliate of
          a Bank; or
     
          (B)  a Default is outstanding.

          However,  the prior consent of the Company must  not
          be  unreasonably  withheld or delayed  and  will  be
          deemed  to  have been given if, within  14  days  of
          receipt  by  the  Company  of  an  application   for
          consent, it has not been expressly refused.
     
     (ii) If  the  Guarantee has been, or is scheduled to  be,
          issued,  the  prior consent (not to be  unreasonably
          withheld  or  delayed) of the Issuing Bank  is  also
          required.

(b)  A  transfer  of  obligations will be  effective  only  if
     either:-

     (i)  the  obligations  are  novated  in  accordance  with
          Clause 28.3 (Procedure for novations); or
     
     (ii) the  New  Bank confirms to the Agent and the Company
          that  it undertakes to be bound by the terms of this
          Agreement   as   a  Bank  in  form   and   substance
          satisfactory to the Agent. On the transfer  becoming
          effective in this manner the Existing Bank shall  be
          relieved of its obligations under this Agreement  to
          the  extent  that they are transferred  to  the  New
          Bank.
     
(c)  Nothing in this Agreement restricts the ability of a Bank
     to sub-contract an obligation if that Bank remains liable
     under this Agreement for that obligation.

(d)  On  each occasion (other than pursuant to the Syndication
     Agreement) an Existing Bank assigns, transfers or novates
     any   of   its  rights  and/or  obligations  under   this
     Agreement,   the  New  Bank  shall,  on  the   date   the
     assignment, transfer and/or novation takes effect, pay to
     the Agent for its own account a fee of 750 pounds.

(e)  An Existing Bank is not responsible to a New Bank for:-

     (i)  the execution, genuineness, validity, enforceability
          or  sufficiency of any Finance Document or any other
          document;
     
     (ii) the  collectability  of amounts  payable  under  any
          Finance Document; or
     
     (iii)the  accuracy of any statements (whether written  or
          oral)  made  in  or in connection with  any  Finance
          Document.

(f)  Each New Bank confirms to the Existing Bank and the other
     Finance Parties that it:-

     (i)  has  made  its  own  independent  investigation  and
          assessment of the financial condition and affairs of
          each Borrower and its related entities in connection
          with its participation in this Agreement and has not
          relied exclusively on any information provided to it
          by  the Existing Bank in connection with any Finance
          Document; and
     
     (ii) will  continue to make its own independent appraisal
          of  the  creditworthiness of each Borrower  and  its
          related  entities  while any amount  is  or  may  be
          outstanding  under this Agreement or any  Commitment
          is in force.

(g)  Nothing in any Finance Document obliges an Existing  Bank
     to:-

     (i)  accept  a re-transfer from a New Bank of any of  the
          rights  and/or obligations assigned, transferred  or
          novated under this Clause; or
     
     (ii) support  any  losses incurred by  the  New  Bank  by
          reason of the non-performance by any Borrower of its
          obligations under this Agreement or otherwise.

(h)  Any  reference in this Agreement to a Bank includes a New
     Bank, but excludes a Bank if no amount is or may be  owed
     to   or  by  that  Bank  under  this  Agreement  and  its
     Commitment has been cancelled or reduced to nil.

28.3 Procedure for novations

(a)  A novation is effected if:-

     (i)  the  Existing Bank and the New Bank deliver  to  the
          Agent a duly completed certificate, substantially in
          the  form  of  Part  I of Schedule  5  (a  "Novation
          Certificate"); and
     
     (ii) the Agent executes it.
     
(b)  Each  Party  (other than the Existing Bank  and  the  New
     Bank)  irrevocably authorises the Agent  to  execute  any
     duly completed Novation Certificate on its behalf.

(c)  To  the  extent that they are expressed to be the subject
     of the novation in the Novation Certificate:-

     (i)  the   Existing  Bank  and  the  other  Parties  (the
          "existing  Parties")  will be  released  from  their
          obligations   to   each   other   (the   "discharged
          obligations");
     
     (ii) the  New  Bank and the existing Parties will  assume
          obligations towards each other which differ from the
          discharged obligations only insofar as they are owed
          to  or  assumed  by  the New  Bank  instead  of  the
          Existing Bank;
     
     (iii)the rights of the Existing Bank against the existing
          Parties  and  vice  versa (the "discharged  rights")
          will be cancelled; and
     
     (iv) the  New  Bank and the existing Parties will acquire
          rights  against  each other which  differ  from  the
          discharged rights only insofar as they are execrable
          by  or  against the New Bank instead of the Existing
          Bank,
     
     all  on the date of execution of the Novation Certificate
     by  the  Agent  or, if later, the date specified  in  the
     Novation Certificate.

28.4 Target as Borrower

(a)  If  the  Company wishes the Target to become a  Borrower,
     then it may deliver to the Agent the documents listed  in
     Part II of Schedule 2.

(b)  On delivery of a Borrower Accession Agreement executed by
     the  Target  and the Company, the Target  will  become  a
     Borrower.  However, it may not utilise Facility  C  until
     the  Agent confirms to the other Finance Parties and  the
     Company  that it has received all the documents  referred
     to   in   paragraph  (a)  above  in  form  and  substance
     satisfactory to it.  The Agent shall notify  the  Company
     promptly upon receipt.

(c)  Delivery  of a Borrower Accession Agreement, executed  by
     the  Target, constitutes confirmation by the Target  that
     the  representations and warranties set out in Clause  18
     (Representations and warranties) and to be  made  by  the
     Target  on  the date of the Borrower Accession  Agreement
     are  correct,  in respect of itself and its Subsidiaries,
     as  if made with reference to the facts and circumstances
     then existing.

28.5 Reference Banks

     If  a  Reference Bank (or, if a Reference Bank is  not  a
     Bank, the Bank of which it is an Affiliate) ceases to  be
     one  of the Banks, the Agent shall (in consultation  with
     the  Company) appoint another Bank or an Affiliate  of  a
     Bank to replace that Reference Bank.

28.6 Increased costs etc.

     If:-

     (a)  a  Bank  assigns, transfers or novates  any  of  its
          Commitments  and/or rights and/or obligations  under
          the Finance Documents or changes its Facility Office
          without the prior consent of the Company; and

     (b)  as  a  result of circumstances existing at the  date
          the assignment, transfer, novation or change occurs,
          a Borrower would be obliged to make a payment to the
          New  Bank  or  Bank acting through its new  Facility
          Office   under  Clause  13  (Taxes)  or  Clause   15
          (Increased costs),

     then, notwithstanding the provisions of Clause 13 (Taxes)
     or  Clause 15 (Increased costs), the relevant New Bank or
     Bank  acting  through  its new Facility  Office  is  only
     entitled  to receive payment under those Clauses  from  a
     Borrower to the same extent as the relevant Existing Bank
     or Bank acting through its previous Facility Office would
     have been if the assignment, transfer, novation or change
     had not occurred

28.7 Register

     The  Agent  shall keep a register of all the Parties  and
     shall  supply  any other Party (at that Party's  expense)
     with a copy of the register on request.

29.  DISCLOSURE OF INFORMATION

(a)  A  Finance Party may disclose to one of its Affiliates or
     any person (a "participant") with whom it is proposing to
     enter,  or  has  entered  into,  any  kind  of  transfer,
     participation  or  other agreement in  relation  to  this
     Agreement:-
     
     (i)  a copy of any Finance Document; and
     
     (ii) any   information  which  that  Finance  Party   has
          acquired  under  or in connection with  any  Finance
          Document,
     
     so  long as disclosure of confidential information  under
     sub-paragraph  (ii)  above may only  be  disclosed  to  a
     participant if the participant has agreed in writing with
     the  relevant  Finance  Party  to  keep  the  information
     confidential   on  the  same  terms  (with  consequential
     changes) as are set out in paragraph (b) below.
     
(b)  Each  Finance  Party  shall keep  confidential  and  not,
     without  the  prior  consent  of  the  Company,  use  any
     information  (other than information  which  is  publicly
     available  other  than as a result of a  breach  of  this
     paragraph  (b)) supplied by or on behalf of any  Borrower
     under  the Finance Documents otherwise than in connection
     with  the Finance Documents.  However, each Finance Party
     is entitled to disclose information:

     (i)  in   connection   with  any  legal  or   arbitration
          proceedings arising out of or in connection  with  a
          Finance Document; or
     
     (ii) if  required  to do so by an order  of  a  court  of
          competent  jurisdiction whether under any  procedure
          for discovering documents or otherwise; or
     
     (iii)pursuant to any law or regulation in accordance with
          which that Bank is required or accustomed to act; or
     
     (iv) to   a  governmental,  banking,  taxation  or  other
          regulatory  authority of any competent jurisdiction;
          or
     
     (v)  to  its  accountants or legal advisers or any  other
          professional advisers.
     

30.  SET-OFF

     A  Finance Party may set off any matured obligation  owed
     by  a  Borrower  under  this  Agreement  (to  the  extent
     beneficially  owned  by that Finance Party)  against  any
     obligation (whether or not matured) owed by that  Finance
     Party  to  that  Borrower, regardless  of  the  place  of
     payment, booking branch or currency of either obligation.
     If  the  obligations  are  in different  currencies,  the
     Finance  Party may convert either obligation at a  market
     rate of exchange in its usual course of business for  the
     purpose   of   the  set-off.  If  either  obligation   is
     unliquidated or unascertained, the Finance Party may  set
     off  in an amount estimated by it in good faith to be the
     amount  of  that obligation.  Nothing in this  Clause  30
     will be effective to create a charge.

31.  PRO RATA SHARING

31.1 Redistribution

     If any amount owing by a Borrower under this Agreement to
     a  Finance  Party  (the "recovering  Finance  Party")  is
     discharged by payment, set-off or any other manner  other
     than  through  the  Agent in accordance  with  Clause  12
     (Payments) (a "recovery"), then:-
     
     (a)  the   recovering  Finance  Party  shall,  within   3
          Business Days, notify details of the recovery to the
          Agent;
     
     (b)  the Agent shall determine whether the recovery is in
          excess  of  the amount which the recovering  Finance
          Party  would  have  received had the  recovery  been
          received  by the Agent and distributed in accordance
          with Clause 12 (Payments);
     
     (c)  subject  to Clause 31.3 (Exceptions), the recovering
          Finance  Party  shall, within  3  Business  Days  of
          demand by the Agent, pay to the Agent an amount (the
          "redistribution") equal to the excess;
     
     (d)  the  Agent shall treat the redistribution as  if  it
          were  a  payment  by  the Borrower  concerned  under
          Clause    12   (Payments)   and   shall   pay    the
          redistribution  to the Finance Parties  (other  than
          the  recovering  Finance Party) in  accordance  with
          Clause 12.6 (Partial payments); and
     
     (e)  after  payment  of  the  full  redistribution,   the
          recovering Finance Party will be subrogated  to  the
          portion  of  the  claims paid  under  paragraph  (d)
          above,  and  that Borrower will owe  the  recovering
          Finance  Party  a  debt  which  is  equal   to   the
          redistribution, immediately payable and of the  type
          originally discharged.
     
31.2 Reversal of redistribution

     If under Clause 31.1 (Redistribution):-
     
     (a)  a  recovering Finance Party must subsequently return
          a  recovery, or an amount measured by reference to a
          recovery, to a Borrower; and
     
     (b)  the   recovering   Finance   Party   has   paid    a
          redistribution in relation to that recovery,
     
     each  Finance  Party  shall, within 3  Business  Days  of
     demand by the recovering Finance Party through the Agent,
     reimburse  the  recovering  Finance  Party  all  or   the
     appropriate  portion of the redistribution paid  to  that
     Finance    Party.    Thereupon,   the   subrogation    in
     Clause  31.1(e) (Redistribution) will operate in  reverse
     to the extent of the reimbursement.
     
31.3 Exceptions

(a)  A  recovering Finance Party need not pay a redistribution
     to  the extent that it would not, after the payment, have
     a  valid  claim  against the Borrower  concerned  in  the
     amount  of the redistribution pursuant to Clause  31.1(e)
     (Redistribution).

(b)  A  recovering Finance Party is not obliged to share  with
     any  other  Finance Party any amount which the recovering
     Finance  Party has received or recovered as a  result  of
     taking legal proceedings, if that other Finance Party had
     an opportunity to participate in those legal proceedings,
     but  did  not  do  so  and did not  take  separate  legal
     proceedings.

32.  SEVERABILITY

     If  a  provision of any Finance Document  is  or  becomes
     illegal,  invalid  or unenforceable in any  jurisdiction,
     that shall not affect:-
     
     (a)  the  legality,  validity or enforceability  in  that
          jurisdiction of any other provision of  the  Finance
          Documents; or
     
     (b)  the  legality, validity or enforceability  in  other
          jurisdictions of that or any other provision of  the
          Finance Documents.
     
33.  COUNTERPARTS

     A  Finance  Document may be executed  in  any  number  of
     counterparts,  and this has the same  effect  as  if  the
     signatures on the counterparts were on a single  copy  of
     the Finance Document.

34.  NOTICES

34.1 Giving of notices

     All   notices  or  other  communications  under   or   in
     connection with the Finance Documents shall be  given  in
     writing or by telex or facsimile. Any such notice will be
     deemed to be given as follows:-
     
     (a)  if in writing, when delivered;
     
     (b)  if  by  telex, when despatched, but only if, at  the
          time of transmission, the correct answerback appears
          at  the start and at the end of the sender's copy of
          the notice; and
     
     (c)  if by facsimile, when received.
     
     However, a notice given in accordance with the above  but
     received on a non-working day or after business hours  in
     the  place of receipt will only be deemed to be given  on
     the next working day in that place.

34.2 Addresses for notices

(a)  The  address, telex number and facsimile number  of  each
     Party (other than the Agent) for all notices under or  in
     connection with the Finance Documents are:-

     (i)  that notified by that Party for this purpose to  the
          Agent on or before it becomes a Party; or
     
     (ii) any other notified by that Party for this purpose to
          the  Agent  by  not  less than five  Business  Days'
          notice.

(b)  The  address,  telex number and facsimile number  of  the
     Agent is:-

     101 Moorgate
     London EC2M 6SB
     
     Telex No: 887139 ABN ALG
     Facsimile No:  0171 588 2975
     Attention:     Credit Administration

     or  such  other  as  the Agent may notify  to  the  other
     Parties by not less than 5 Business Days' notice.

(c)  The  Agent  shall, promptly upon request from any  Party,
     give to that Party the address, telex number or facsimile
     number of any other Party applicable at the time for  the
     purposes of this Clause.

34.3 Facsimile notices

     Each  Borrower shall indemnify the Agent against any loss
     or  liability which the Agent incurs as a result  of  the
     Agent accepting and/or acting upon any instructions under
     the  Finance  Documents received by the Agent  from  that
     Borrower  by  facsimile  and  which  may  not  have  been
     incurred  if, at the time of receipt, the Agent had  been
     given the instructions other than by facsimile.

35.  GOVERNING LAW

     This Agreement is governed by English law.

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

<PAGE>                               
                          SCHEDULE 1
                               
                     BANKS AND COMMITMENTS
                               

Banks                                   Commitments

ABN AMRO BANK N.V.                      )
BANK OF AMERICA NATIONAL TRUST AND      )  AS PER
       SAVINGS ASSOCIATION              )
SYNDICATION
UNION BANK OF SWITZERLAND               )  LETTER




<PAGE>

                          SCHEDULE 2
                               
                CONDITIONS PRECEDENT DOCUMENTS
                               
                            PART I
                               
             TO BE DELIVERED BEFORE THE FIRST LOAN


1.   A  copy of the memorandum and articles of association and
     certificate of incorporation of the Company.
     
2.   A  copy of a resolution of the board of directors of  the
     Company:-
     
     (a)  approving   the  terms  of,  and  the   transactions
          (including  the Acquisition) contemplated  by,  this
          Agreement   and  resolving  that  it  execute   this
          Agreement, the Debenture and the Fee Letters;
     
     (b)  authorising a specified person or persons to execute
          this Agreement and the Fee Letters on its behalf and
          its seal be affixed to the Debenture; and
     
     (c)  authorising  a specified person or persons,  on  its
          behalf,  to sign and/or despatch all other documents
          and  notices  to be signed and/or despatched  by  it
          under or in connection with this Agreement.

3.   A  specimen of the signature of each person authorised by
     the resolution referred to in paragraph 2 above.

4.    A  copy  of  the Press Release and a copy of  the  Offer
      Document.

5.   The Debenture, duly executed by the Company.

6.   A  certificate of an authorised signatory of the  Company
     certifying   that   each  copy  document   specified   in
     paragraphs  1  and  2  of Part I of this  Schedule  2  is
     correct, complete and in full force and effect  as  at  a
     date no earlier than the date of this Agreement.

7.   Written  confirmation from the Company that,  as  at  the
     date  on which the Press Release is issued, the board  of
     directors   of   the  Target  has  recommended   to   the
     shareholders of the Target acceptance of the Offer.
     
8.   Written confirmation from the Parent and the Company that
     equity  and/or capital contributions of a minimum  amount
     agreed in the Syndication Letter has been subscribed  for
     in,  or on lent to, the Company and confirmation from the
     Company  that that amount has been or, together with  the
     proceeds  of  the  drawdown of the first  Loan  will  be,
     applied in full on or prior to the first Drawdown Date in
     accordance with the terms of this Agreement.

9.   A  report  from Coopers & Lybrand on the financial  model
     (and  its  assumptions) in relation to  the  Acquisition,
     prepared by the Company or its advisers and addressed  to
     the Finance Parties.

10.  A  legal opinion of Allen & Overy, legal advisers to  the
     Arrangers,    addressed   to   the    Finance    Parties,
     substantially in the form of Part I of Schedule 8.


                            PART II
                               
                 TO BE DELIVERED BY THE TARGET


1.   A  Borrower  Accession Agreement, duly  executed  by  the
     Target and the Company.

2.   A  copy of the memorandum and articles of association and
     certificate of incorporation of the Target.

3.   A  copy of a resolution of the board of directors of  the
     Target:-

     (a)  approving   the  terms  of,  and  the   transactions
          contemplated  by,  the Borrower Accession  Agreement
          and resolving that it execute the Borrower Accession
          Agreement;
     
     (b)  authorising a specified person or persons to execute
          the Borrower Accession Agreement on its behalf; and
     
     (c)  authorising  a specified person or persons,  on  its
          behalf,  to sign and/or despatch all other documents
          and  notices  to be signed and/or despatched  by  it
          under or in connection with this Agreement.

4.   A certificate of a director of the Target confirming that
     utilisation  of Facility C in full would  not  cause  any
     borrowing limit binding on it to be exceeded.

5.   A  specimen of the signature of each person authorised by
     the resolution referred to in paragraph (3) above.

6.   The latest audited consolidated accounts of the Target.

7.   If not already received by the Agent, copies of:

     (a)  the Licence; and

     (b)  the Pooling and Settlement Agreement.

8.   A  certificate of an authorised signatory of  the  Target
     certifying that each copy document specified in  Part  II
     of this Schedule 2 is correct, complete and in full force
     and  effect as at a date no earlier than the date of  the
     Borrower Accession Agreement.

9.   A  legal opinion of Allen & Overy, legal advisers to  the
     Agent, addressed to the Finance Parties, substantially in
     the form of Part II of Schedule 8.

<PAGE>
                          SCHEDULE 3
                               
                  CALCULATION OF THE MLA COST


(a)  The  MLA  Cost  for a Loan for its Interest Period(s)  is
     calculated in accordance with the following formula:-

     BY + L(Y-X) + S(Y-Z)
     --------------------    % per annum = MLA Cost
         100-(B+S)
     
     where on the day of application of the formula:-
     
     B    is   the   percentage   of  the   Agent's   eligible
          liabilities  which the Bank of England requires  the
          Agent  to  hold  on  a non-interest-bearing  deposit
          account   in   accordance  with   its   cash   ratio
          requirements;
     
     Y    is  the  rate at which Sterling deposits are offered
          by   the  Agent  to  leading  banks  in  the  London
          interbank market at or about 11.00 a.m. on that  day
          for the relevant period;
     
     L    is  the percentage of eligible liabilities which the
          Bank  of  England requires the Agent to maintain  as
          secured  money  with members of the London  Discount
          Market Association and/or as secured call money with
          certain money brokers and gilt-edged primary  market
          makers;
     
     X    is  the  rate at which secured Sterling deposits  in
          the  relevant amount may be placed by the Agent with
          members  of  the London Discount Market  Association
          and/or  as  secured  call money with  certain  money
          brokers and gilt-edged primary market makers  at  or
          about  11.00  a.m.  on  that day  for  the  relevant
          period;
     
     S    is   the   percentage   of  the   Agent's   eligible
          liabilities  which the Bank of England requires  the
          Agent to place as a special deposit; and
     
     Z    is  the interest rate per annum allowed by the  Bank
          of England on special deposits.
     
(b)  For the purposes of this Schedule 3:-

     (i)  "eligible  liabilities" and "special deposits"  have
          the   meanings  given  to  them  at  the   time   of
          application of the formula by the Bank of England;
     
     (ii) "relevant period" in relation to a Loan, means:-
     
          (A)  if  the relevant Interest Period is 3 months or
               less, that Interest Period; or
          
          (B)  if the relevant Interest Period is more than  3
               months, 3 months.
     
(c)  In  the application of the formula, B, Y, L, X, S  and  Z
     are  included  in  the  formula as  figures  and  not  as
     percentages,  e.g.  if  B = 0.5%  and  Y  =  15%,  BY  is
     calculated as 0.5 x 15.

(d)   (i) The formula is applied on the first day of the
          relevant Interest Period.

     (ii) Each  rate calculated in accordance with the formula
          is, if necessary, rounded upward to the nearest four
          decimal places.

(e)  If  the  Agent  determines that a change in circumstances
     has  rendered, or will render, the formula inappropriate,
     the  Agent  (after  consultation with  the  Banks)  shall
     notify  the Company of the manner in which the  MLA  Cost
     will   subsequently   be  calculated.   The   manner   of
     calculation  so  notified  by the  Agent  shall,  in  the
     absence of manifest error, be binding on all the Parties.

<PAGE>
                          SCHEDULE 4
                               
                        FORM OF REQUEST
                               

To:  ABN AMRO BANK N.V. as Agent

From:     [ENTERGY POWER UK PLC/LONDON ELECTRICITY plc]

                            Date: [                          ]

    ENTERGY POWER UK PLC - 1,250,000,000 Pounds Revolving Credit
                           Agreement
                   dated 17th December, 1996


1.    [We  wish to borrow a Facility A/Facility B/Facility  C*
Loan as follows:-
     
     (a)  Drawdown                                       Date:
          [                                         ]
     
     (b)  Purpose: [                                       ]
     
     (c)  Amount: [                                         ]
     
     (d)  [First]**              Interest              Period:
          [                                         ]
     
     (e)  Payment                                instructions:
          [                                         ].]*
     
     [We wish  the  Issuing  Bank to issue  the  Guarantee  as
          follows:-
     
     (a)  Amount: [                                       ]
     
     (b)  Issue                                          Date:
          [                                       ]
     
     (c)  Expiry                                         Date:
          [                                       ]
     
     (d)  Delivery                               instructions:
          [                             ]]*
     
2.   We  confirm that each condition specified in [Clause  4.2
     (Further  conditions  precedent)/Clause  4.3  (Conditions
     precedent  during the Certain Funds Period]* is satisfied
     on the date of this Request.



By:

[ENTERGY POWER UK PLC/LONDON ELECTRICITY plc]
Authorised Signatory

                          SCHEDULE 5
                               
                 FORMS OF ACCESSION DOCUMENTS
                               
                            PART I
                               
                     NOVATION CERTIFICATE
                               

To:  ABN AMRO BANK N.V. as Agent

From:                                          [THE   EXISTING
BANK]    and   [THE   NEW   BANK]                        Date:
[                   ]


    ENTERGY POWER UK PLC - 1,250,000,000 pounds Revolving Credit
                           Agreement
                   dated 17th December, 1996

We refer to Clause 28.3 (Procedure for novations).

1.   We    [                                         ]    (the
     "Existing                   Bank")                    and
     [                                      ] (the "New Bank")
     agree to the Existing Bank and the New Bank novating  all
     the  Existing  Bank's  Commitment(s)  and/or  rights  and
     obligations  referred  to in the Schedule  in  accordance
     with Clause 28.3 (Procedure for novations).

2.   The specified date for the purposes of Clause 28.3(c)  is
     [date of novation].

3.   The  Facility Office and address for notices of  the  New
     Bank  for  the  purposes of Clause  34.2  (Addresses  for
     notices) are set out in the Schedule.

4.   This Novation Certificate is governed by English law.


                         THE SCHEDULE

       Commitments/Rights and obligations to be novated

[Details  of  the  Commitments/rights and obligations  of  the
Existing Bank to be novated].

[New Bank]

[Facility Office                        Address for notices]

[Existing  Bank]          [New Bank]           ABN  AMRO  BANK
N.V.

By:                      By:                 By:

Date:                    Date:               Date:


<PAGE>
                            PART II
                               
                 BORROWER ACCESSION AGREEMENT


To:  ABN AMRO BANK N.V. as Agent

From:     LONDON ELECTRICITY plc and ENTERGY POWER UK PLC

                                           [        ], 199[  ]


    ENTERGY POWER UK PLC - 1,250,000,000 pounds Revolving Credit
                           Agreement
      dated 17th December, 1996 (the "Credit Agreement")

We refer to Clause 28.4 (Target as Borrower).

London  Electricity plc of Templar House, 81-87 High  Holborn,
London  WC1V  6NU  (Registered  no.  2366852)  (the  "Proposed
Borrower") agrees to become a Borrower and to be bound by  the
terms of the Credit Agreement as a Borrower in accordance with
Clause 28.4 (Target as Borrower).

The  address  for  notices of the Proposed  Borrower  for  the
purposes of Clause 34.2 (Addresses for notices) is:-

[
                              ]


This Agreement is governed by English law.

By:

LONDON ELECTRICITY plc
Authorised Signatory

By:

ENTERGY POWER UK PLC
Authorised Signatory


<PAGE>
                           PART III
                               
                               
                 FORM OF SYNDICATION AGREEMENT




                               
                               
                    SUPPLEMENTAL AGREEMENT



       DATED [                                        ]


                               
              relating to a 1,250,000,000 pounds Credit
              Agreement dated 17th December, 1996


                              for


                     ENTERGY POWER UK PLC
                               
                               
                          arranged by
                               
                               
                      ABN AMRO BANK N.V.
             BANK OF AMERICA INTERNATIONAL LIMITED
                   UNION BANK OF SWITZERLAND
                               
                               
                             with
                               
                               
                      ABN AMRO BANK N.V.
                               
                           as Agent




                         ALLEN & OVERY
                            London

<PAGE>

THIS              AGREEMENT              is              dated
[                                              ] between:

(1)  ENTERGY  POWER  UK  PLC  (Registered  No.  3261188)  (the
     "Company");

(2)  LONDON  ELECTRICITY  plc (Registered  No.  2366852)  (the
     "Target")* ;

(3)  ABN AMRO BANK N.V., BANK OF AMERICA INTERNATIONAL LIMITED
     and  UNION  BANK  OF  SWITZERLAND as arrangers  (in  this
     capacity the "Arrangers");

(4)  ABN  AMRO  BANK N.V., BANK OF AMERICA NATIONAL TRUST  AND
     SAVINGS ASSOCIATION and UNION BANK OF SWITZERLAND as  the
     banks party to the Credit Agreement (as defined below) as
     at today's date (the "Existing Banks");

(5)  THE  FINANCIAL INSTITUTIONS listed in Schedule 1  as  the
     banks who wish to accede to the Credit Agreement as Banks
     (the "New Banks"); and

(6)  ABN  AMRO  BANK  N.V.  as  agent (in  this  capacity  the
     "Agent").

IT IS AGREED as follows:

1.   INTERPRETATION

1.1  Definitions

     In  this Agreement, unless the contrary intention appears
     or the context otherwise requires:
     
     "Credit Agreement"
          
     means  the Original Credit Agreement as amended  pursuant
     to Clause 4 (Nature of this Agreement) of this Agreement.
     
     "Effective Date"
          
     means
     [
           ].

     "Original Credit Agreement"
          
     means  the  Credit  Agreement dated 17th  December,  1996
     between  the  Company, the Arrangers, the Existing  Banks
     and the Agent.

1.2     Incorporation    of    Original    Credit    Agreement
interpretations

(a)  Terms  defined  in  the Original Credit Agreement  shall,
unless   the   contrary  intention  appears  or  the   context
     otherwise  requires,  have  the  same  meaning  in   this
     Agreement.

(b)  Clauses  1.2  (Construction), 32  (Severability)  and  33
     (Counterparts)  of  the Original Credit  Agreement  shall
     apply  to this Agreement, as though they were set out  in
     full  in  this  Agreement but as  if  references  to  the
     Original   Credit  Agreement  are  to  be  construed   as
     references to this Agreement.
     
2.   CONSENT AND CONFIRMATION

[(a)]1     The  Company,  [the  Target]2  the  Arrangers,  the
     Existing  Banks  and the Agent each consent  to  the  New
     Banks   becoming  Banks  and  confirm  that,  except   as
     expressly  provided by the terms of this Agreement,  each
     of the Finance Documents shall continue in full force and
     effect.

[(b) It  is  acknowledged  that  the  Guarantee  will  not  be
     issued.]1.
     
3.   NOVATION

3.1  Novation   of   Commitments  and   related   rights   and
     obligations
     
     On the Effective Date (regardless of whether a Default is
     then continuing):

     (a)  each  New  Bank will become a Bank under the  Credit
          Agreement  with a Facility A Commitment, Facility  B
          Commitment  and  Facility C Commitment  as  set  out
          opposite its name in Schedule 2;
          
     (b)  each   Existing   Bank's  Facility   A   Commitment,
          Facility  B  Commitment  and Facility  C  Commitment
          shall  be and be deemed to be reduced down  to,  the
          respective  amounts  set out opposite  its  name  in
          Schedule 2; and

     (c)  each  New Bank will automatically obtain and assume,
          and  undertakes  to perform, all of the  rights  and
          obligations of a Bank under and in respect  of  each
          of  the  Finance Documents in respect of the  rights
          and    obligations   transferred   to    it    under
          paragraphs  (a)  and (b) above[, including,  without
          limitation,  its  corresponding  proportion  of  the
          rights  and  obligations of the  Existing  Banks  in
          respect of:]
     
          [List  outstanding  term  loans  and  Guarantee,  if
          issued.]
     
3.2  Amounts due on or before the Effective Date

(a)  All  amounts (if any) payable to an Existing Bank by  the
     Borrowers  on  or  before the Effective Date  (including,
     without limitation, all interest and fees payable on  the
     Effective Date) in respect of any period ending prior  to
     the  Effective  Date  shall be for  the  account  of  the
     Existing Banks, and none of the New Banks shall have  any
     interest  in,  or  any  rights in respect  of,  any  such
     amounts.

(b)  If  any  Facility A Loan or Facility C Loan falls  to  be
     made on the Effective Date:

     (i)  the Agent will promptly notify each of the New Banks
          of that fact (and the amount of its participation in
          that   Facility  A  Loan  or  Facility  C  Loan   in
          accordance with sub-paragraph (ii) below); and
     
     (ii) each   Existing  Bank  and  each  New   Bank   shall
          participate  in that Facility A Loan or  Facility  C
          Loan  (subject to the terms of the Credit Agreement)
          as if the novation of the Facility A Commitments and
          the  Facility C Commitments under Clauses 3.1(a) and
          (b)  (Novation of Commitments and related rights and
          obligations)  of  this Agreement  had  taken  effect
          prior  to  opening of business on the  Business  Day
          before the Effective Date,
     
     and  the Company acknowledges that no Existing Bank  will
     be obliged to participate in any such Loan to any greater
     extent.

3.3  Administrative details

     Each  New  Bank  has delivered to the Agent  its  initial
     details  for the purposes of Clause 34 (Notices)  of  the
     Credit Agreement.

4.   NATURE OF THIS AGREEMENT

     The  novation  of Commitments and rights and  obligations
     contemplated  by  this Agreement shall  take  effect  (in
     accordance with its terms) as a novation so that:
          
     (a)  Schedule  1  to  this Agreement is  substituted  for
          Schedule  1 to the Credit Agreement on the Effective
          Date; and
     
     (b)  Clause  28.3 (Procedure for novations) of the Credit
          Agreement shall apply to the Commitments, rights and
          obligations transferred, assumed and released  under
          Clause  3.1  (Novation  of Commitments  and  related
          rights and obligations) of this Agreement and to the
          associated rights and obligations under the  Finance
          Documents,  as  if this Agreement  were  a  Novation
          Certificate.

5.   GOVERNING LAW

     This Agreement is governed by English law.

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

<PAGE>
                          SCHEDULE 1
                               
                     BANKS AND COMMITMENTS
                               


Banks                    Facility A   Facility B   Facility C
                         Commitment   Commitment   Commitment
                           Pounds       Pounds       Pounds             
[                                                       
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                              
                                                        
                                                        

<PAGE>

                          SIGNATORIES
                (to the Syndication Agreement)

Company

ENTERGY POWER UK PLC

By:


Target

LONDON ELECTRICITY plc

By:

Arrangers and Existing Banks

ABN AMRO BANK N.V.

By:


BANK OF AMERICA INTERNATIONAL LIMITED

By:


BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION

By:


UNION BANK OF SWITZERLAND

By:



New Banks

[                                       ]


Agent

ABN AMRO BANK N.V.

By:

<PAGE>
                          SCHEDULE 6
                               
                       FORM OF GUARANTEE
                               
                               
THIS  DEED is dated [                       ] 199[  ] and made
by  ABN  AMRO  BANK  N.V.  (the "Guarantor"  which  expression
includes its successors and assigns).

BACKGROUND

(A)  ENTERGY  POWER  UK  PLC (Registered  No:   3261188)  (the
     "Company")   has  issued  loan  notes  of  an   aggregate
     principal amount of pounds[                        ] (the
     "Loan Notes") in connection with the offer for the shares
     in London Electricity plc.

(B)  The  Guarantor has agreed to guarantee payments due  from
     the   Company   to  holders  of  the  Loan   Notes   (the
     "Noteholders") subject to the terms of this Deed.

IT IS AGREED as follows:

1.        (a)   Subject to the other terms of this  Deed,  the
          Guarantor irrevocably and unconditionally guarantees
          to  each  Noteholder for the time being  and  within
          five  business  days  of a written  demand  by  that
          Noteholder, the payment of the principal  amount  of
          each  Loan  Note held by it and the payment  of  any
          interest in respect of that principal amount;

     (b)  the  aggregate liability of the Guarantor under this
          Deed  in respect of the principal amount of the Loan
          Notes            is            limited            to
          pounds[                             ]; and
     
     (c)  the  aggregate liability of the Guarantor under this
          Deed  in  respect of interest on the Loan  Notes  is
          limited to pounds[                             ].
     
     In  this  Guarantee a "business day" is a  day  on  which
     banks are open for business (other than a Saturday  or  a
     Sunday) in London.

2.   To  be  valid, any demand by a Noteholder under Clause  1
     above must:

     (a)  be  in  writing signed by the Noteholder  with  such
          signature   being  confirmed  by  the   Noteholder's
          bankers or solicitors;
     
     (b)  state  that the Company has defaulted in payment  of
          sums due in respect of the Loan Notes specifying the
          date  of the default, the applicable period of grace
          (if  any), the amount claimed from the Guarantor and
          the  amount of principal and interest in respect  of
          which the default by the Company has been made; and
     
     (c)  be  delivered  to the Guarantor at  its  address  at
          [
                 ]  within  30  days of the due  date  of  the
          relevant payment.
     
3.   This  guarantee  is  to  be  a continuing  guarantee  and
     (subject  to Clause 5 below) shall remain in force  until
     the  date on which all moneys expressed to be payable  by
     the  Company under the terms of the Loan Notes shall have
     been paid.

4.        (a)   The  obligations of the Guarantor  under  this
          guarantee shall not be affected by any concession or
          arrangement  granted or made to or with the  Company
          or by the liquidation of the Company;

          (b)   the  liability of the Guarantor is not  to  be
          increased  or extended in any way by any  compromise
          or  arrangement  but  if  the  effect  of  any  such
          compromise or arrangement is to extend the  time  of
          payment  by the Company of any principal or interest
          secured by the Loan Notes and which the Guarantor is
          for  the time being or may become liable to  pay  in
          respect thereof, and, without prejudice to Clause  5
          below, the Guarantor shall have the benefit of  that
          extension of time; and

          (c)    the  Guarantor  will  not  be  bound  by  any
          variation  of  the rights of the Noteholders  unless
          that  variation shall have been made with the  prior
          written consent of the Guarantor.

5.   Unless  otherwise agreed by the Guarantor, the  liability
     of  the Guarantor under this guarantee shall terminate on
     the                      date                     falling
     [                                               ]  or (if
     earlier) on the date on which all moneys expressed to  be
     payable by the Company under the terms of the Loan  Notes
     shall  have  been  paid, except that the Guarantor  shall
     remain liable in respect of any claims or demands validly
     made  prior  to that date to the extent not satisfied  or
     withdrawn by that date.

6.   This Deed is governed by English Law.

The Guarantor has executed this Deed on the day and year first
above written.


[Executed as a Deed by ABN AMRO BANK N.V.    )
acting by:                         )
[                        ]    )
and [                         ]]   )
                               
                               
                               
<PAGE>                              
                               
                          SCHEDULE 7
                               
                       FORM OF DEBENTURE
                               
                               
                           DEBENTURE
                               
                               
                   DATED 17th December, 1996
                               
                               
                            BETWEEN
                               
                               
                     ENTERGY POWER UK PLC
                               
                            - and -
                               
                               
                      ABN AMRO BANK N.V.
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                            London
                               
<PAGE>                               
                       TABLE OF CONTENTS

Clause                                                    Page

1.   Interpretation                                        111
2.   Fixed Security                                        113
3.   Floating charge                                       113
4.   Representations and warranties                        114
5.   Undertakings                                          114
7.   When security becomes enforceable                     116
8.   Enforcement of security                               116
9.   Receiver                                              117
10.  Powers of Receiver                                    118
12.  Application of proceeds                               120
13.  Expenses and indemnity                                120
14.  Delegation                                            121
15.  Further assurances                                    121
16.  Power of attorney                                     121
17.  Miscellaneous                                         121
18.  Release                                               122
19.  Governing law                                         122

Schedules

1.   Form of notice of the Account Bank                    123
2.   Form  of  acknowledgement  of  the  bank  operating   the
     Security Accounts                                     124

Signatories                                                125


<PAGE>

THIS DEED is dated 17th December, 1996 between:

(1)   ENTERGY  POWER UK PLC (Registered number  3261188)  (the
      "Chargor"); and

(2)  ABN AMRO BANK N.V. (the "Agent") as agent and trustee for
     the  Finance Parties (as defined in the Credit  Agreement
     defined below).

BACKGROUND:

(A)  The Chargor enters into this Deed in connection with the
     Credit Agreement (as defined below).

(B)  It  is intended that this document takes effect as a deed
     notwithstanding  the fact that a party may  only  execute
     this document under hand.

IT IS AGREED as follows:

1.   INTERPRETATION

1.1  Definitions

     In this Deed:
     
     "Account Bank"
          
     means a person with whom a Security Account is maintained
     under Clause 6 (Security Accounts).
     
     "Credit Agreement"
          
     means the 1,250,000,000 pounds credit agreement dated  17th
     December, 1996 between (among others) the parties to this
     Deed.
     
     "Group Shares"
          
     means any shares in any member of the Group from time  to
     time  held  by  the Chargor or a nominee on  its  behalf,
     including the shares of the Chargor in the Target.
     
     "Receiver"
          
     means  a  receiver  and  manager  or  (if  the  Agent  so
     specifies  in  the relevant appointment) a  receiver,  in
     either case, appointed under this Deed.
     
     "Related Rights"
          
     means:
     
     (a)  any dividend or interest paid or payable in relation
          to any Shares;
     
     (b)  any  stocks, shares, securities, rights,  moneys  or
          property accruing or offered at any time in relation
          to  any  Shares  by way of redemption, substitution,
          exchange,  bonus or preference, under option  rights
          or otherwise; and
     
     (c)  all  dividends, interest or other income in  respect
          of any such asset as is referred to in paragraph (b)
          above.
     
     "Secured Liabilities"
          
     means  all present and future obligations and liabilities
     (whether actual or contingent and whether owed jointly or
     severally  or  in any other capacity whatsoever)  of  the
     Borrowers   to  any  Finance  Party  under  the   Finance
     Documents except for any obligation which, if it were  so
     included, would result in this Deed contravening  Section
     151   of  the  Companies  Act  1985.  The  term  "Finance
     Document" includes all amendments and supplements.
     
     "Security Account"
          
     means   an  account  of  the  Chargor  established  under
     Clause 6 (Security accounts).
     
     "Security Assets"
          
     means  all  assets  of the Chargor  the  subject  of  any
     security created by this Deed.
     
     "Security Period"
          
     means  the period beginning on the date of this Deed  and
     ending  on the date on which the Agent is satisfied  that
     all the Secured Liabilities have been unconditionally and
     irrevocably paid and discharged in full.
     
     "Shares"
          
     means  the  Group  Shares, and any other stocks,  shares,
     debentures,  bonds  or other securities  and  investments
     held by the Chargor.
     
1.2  Construction

(a)  Capitalised  terms defined in the Credit Agreement  have,
     unless  expressly defined in this Deed, the same  meaning
     in this Deed.

(b)  The  provisions  of  Clause 1.2 of the  Credit  Agreement
     apply to this Deed as though they were set out in full in
     this  Deed except that references to the Credit Agreement
     are to be construed as references to this Deed.

(c)  If the Agent (acting reasonably) considers that an amount
     paid  by  any Borrower to a Finance Party under a Finance
     Document  is  capable of being avoided or  otherwise  set
     aside  on  the  liquidation  or  administration  of  that
     Borrower  or  otherwise, then that amount  shall  not  be
     considered to have been irrevocably paid for the purposes
     of this Deed.

(d)  A  reference in this Deed to any assets includes,  unless
     the   context  otherwise  requires,  present  and  future
     assets.

2.   FIXED SECURITY

     The  Chargor, as beneficial owner and as security for the
     payment of all the Secured Liabilities, charges in favour
     of the Agent:-

     (a)  by way of a first equitable mortgage all Shares held
          by  it  and/or  any nominee on its  behalf  and  all
          Related Rights accruing to the Shares; and

     (b)  by way of first fixed charge:-
     
          (i)  (to  the extent not effectively mortgaged under
               paragraph  (a) above) its interest in  all  the
               Shares and their Related Rights;
          
          (ii) to  the  fullest extent permitted by  law,  all
               moneys  standing to the credit of  any  account
               (including  the  Security  Accounts)  with  any
               person and the debts represented by them;
          
         (iii) all of the Chargor's book and other debts,
               the  proceeds of the same and all other  moneys
               due and owing to the Chargor and the benefit of
               all  rights, securities and guarantees  of  any
               nature enjoyed or held by it in relation to any
               of the foregoing; and
          
          (iv) to  the  extent that they are able  to  be  the
               subject  of any Security Interest, the  benefit
               of  all  licences, consents and  authorisations
               (statutory  or  otherwise) held  in  connection
               with  its  business or the use of any  Security
               Asset  specified in any other sub-paragraph  in
               this  Clause  and  the  right  to  recover  and
               receive  all compensation which may be  payable
               to it in respect of them.
     
     The  Agent may convert the equitable mortgage created  in
     paragraph (a) above into a legal mortgage if a Default is
     outstanding.  The mortgages and charges created  by  this
     Clause 2 are made with full title guarantee.
     
     
3.   FLOATING CHARGE

3.1  Creation of floating charge

     The  Chargor, as beneficial owner and as security for the
     payment  of  all of the Secured Liabilities,  charges  in
     favour of the Agent by way of a first floating charge all
     its assets not otherwise effectively mortgaged or charged
     by  way  of fixed mortgage or charge by Clause  2  (Fixed
     Security).

3.2  Conversion

     The  Agent  may  by  notice to the  Chargor  convert  the
     floating charge created by this Deed into a fixed  charge
     as  regards all or any of the Chargor's assets  specified
     in the notice if:

     (a)  an Event of Default is outstanding; or

     (b)  the Agent considers those assets to be in danger  of
          being  seized  or sold under any form  of  distress,
          attachment, execution or other legal process  or  to
          be otherwise in jeopardy.
     
4.   REPRESENTATIONS AND WARRANTIES

4.1  Representations and warranties

     The  Chargor makes the representations and warranties set
     out in this Clause 4 to each Finance Party.

4.2  Security

     This Deed creates those Security Interests it purports to
     create  and is not liable to be avoided or otherwise  set
     aside on the liquidation or administration of the Chargor
     or otherwise.
     
4.3  Shares

     The  Shares  are fully paid and the Chargor is  the  sole
     beneficial owner of them, free from any Security Interest
     or option.
     
4.4  Times for making representations and warranties

     The  representations  and  warranties  set  out  in  this
     Clause 4 are made on the date of this Deed and are deemed
     to  be  repeated by the Chargor on each date  during  the
     Security   Period  with  reference  to  the   facts   and
     circumstances then existing.

5.   UNDERTAKINGS

5.1  Duration

     The  undertakings  in  this  Clause  5  remain  in  force
     throughout the Security Period.

5.2  Restrictions on dealing

     The Chargor  shall  not  (except as permitted  under  the
          Credit Agreement):-
     
     (a)  create or permit to subsist any Security Interest on
          any  Security Asset other than any Security Interest
          created by this Deed; or
     
     (b)  sell, transfer, grant, or lease or otherwise dispose
          of  any  Security Asset, except for the disposal  in
          the  ordinary course of trade of any Security  Asset
          subject   to  the  floating  charge  created   under
          Clause 3.1 (Creation of floating charge).
     
5.3  Book debts and receipts

     The Chargor shall:-
     
     (a)  get in and realise the Chargor's:
     
          (i)  securities  to  the  extent  held  by  way   of
               temporary investment; and
          
          (ii) book and other debts and other moneys,
          
          in  the ordinary course of its business and hold the
          proceeds  of  the getting in and realisation  (until
          payment  into  a  Security Account  if  required  in
          accordance with paragraph (b) below) upon trust  for
          the Agent; and
     
     (b)  save  to the extent that the Agent otherwise agrees,
          pay  the  proceeds of the getting in and realisation
          into a Security Account.

5.4  Notice to bank operating an account

     The  Chargor will give notice to any bank (other than the
     Agent) operating an account of the Chargor on the date of
     this  Deed or (if later) the date the account is  opened,
     substantially  in the form of Schedule 1, and  shall  use
     its  reasonable endeavours to procure that  the  relevant
     bank acknowledges the notice substantially in the form of
     Schedule 2.

5.5  Deposit of Shares

     The Chargor shall:-
     
     (a)  deposit  with the Agent, or as the Agent may direct,
          all  certificates,  bearer  instruments,  and  other
          documents  of  title  or evidence  of  ownership  in
          relation to the Shares and their Related Rights; and
     
     (b)  execute and deliver to the Agent all share transfers
          and  other documents which may be requested  by  the
          Agent  in  order to enable the Agent or its nominees
          to be registered as the owner or otherwise obtain  a
          legal title to the Shares and their Related Rights.

6.   SECURITY ACCOUNTS

6.1  Accounts

     All  Security Accounts must be maintained at a branch  of
     the  Account  Bank  approved by the Agent.   The  initial
     Account Bank is the Agent.
     
6.2  Change of Account Bank

(a)  The  Account  Bank  may be changed  to  another  bank  or
     financial institution if the Agent so requires.

(b)  A  change  only becomes effective upon the  proposed  new
     Account Bank agreeing with the Agent and the Chargor,  in
     a manner satisfactory to the Agent, to fulfil the role of
     the Account Bank under this Deed.

(c)  In  the event of a change of Account Bank, the amount (if
     any)  standing  to  the credit of the  Security  Accounts
     maintained with the old Account Bank shall be transferred
     to  the  corresponding Security Accounts maintained  with
     the  new  Account  Bank  forthwith upon  the  appointment
     taking  effect.  The Chargor shall take any action  which
     the  Agent may require to facilitate a change of  Account
     Bank  and any transfer of credit balances (including  the
     execution of bank mandate forms).

6.3  Interest

     Amounts  standing to the credit of each Security  Account
     shall  bear interest at a rate considered by the  Account
     Bank to be a fair market rate.
     
6.4  Withdrawals

(a)  Except  with the prior consent of the Agent, the  Chargor
     shall not withdraw any moneys standing to the credit of a
     Security  Account except for a purpose not prohibited  by
     the   Credit  Agreement  at  a  time  when  the  security
     constituted by this Deed is not enforceable  or  has  not
     been enforced.

(b)  The Agent (or a Receiver) may (subject to the payment  of
     any  claims  having  priority to this security)  withdraw
     amounts  standing to the credit of a Security Account  to
     meet   an  amount  due  and  payable  under  the  Finance
     Documents when it is due and payable.

7.   WHEN SECURITY BECOMES ENFORCEABLE

     The  security  constituted  by  this  Deed  shall  become
     immediately enforceable upon the occurrence of  an  Event
     of  Default  and the power of sale, shall be  immediately
     exerciseable upon and at any time after the occurrence of
     any  Event of Default. After the security constituted  by
     this  Deed has become enforceable, the Agent may  in  its
     absolute  discretion  enforce all  or  any  part  of  the
     security  in  any manner it sees fit or as  the  Majority
     Banks direct.

8.   ENFORCEMENT OF SECURITY

8.1  General

     For  the  purposes of all powers implied by statute,  the
     Secured  Liabilities are deemed to have  become  due  and
     payable  on  the  date of this Deed and section  103  and
     section  93  of  the Law of Property Act 1925  shall  not
     apply to the security constituted by this Deed.

8.2  Shares

     After  the  security constituted by this Deed has  become
     enforceable, the Agent may exercise (in the name  of  the
     Chargor  and without any further consent or authority  on
     the part of the Chargor) any voting rights and any powers
     or rights which may be exercised by the person or persons
     in  whose  name  any  Share and its  Related  Rights  are
     registered  or  who  is the holder  of  any  of  them  or
     otherwise (including all the powers given to trustees  by
     Section 10(3) and (4) of the Trustee Act, 1925 as amended
     by  Section  9  of the Trustee Investment  Act,  1961  in
     respect  of securities or property subject to  a  trust).
     Until  that  time,  the voting rights, powers  and  other
     rights in respect of the Shares shall (if exercisable  by
     the  Agent) be exercised in any manner which the  Chargor
     may direct in writing.

8.3  Contingencies

     If  the  Agent enforces the security constituted by  this
     Deed  at a time when no amounts are due under the Finance
     Documents  but at a time when amounts may or will  become
     so  due, the Agent (or the Receiver) may pay the proceeds
     of any recoveries effected by it into a Security Account.

8.4  No liability as mortgagee in possession

     Neither  the  Agent nor any Receiver will be  liable,  by
     reason  of entering into possession of a Security  Asset,
     to  account as mortgagee in possession or for any loss on
     realisation  or for any default or omission for  which  a
     mortgagee in possession might be liable.

8.5  Agent of the Chargor

     Each  Receiver is deemed to be the agent of  the  Chargor
     for  all purposes and accordingly is deemed to be in  the
     same position as a Receiver duly appointed by a mortgagee
     under  the  Law of Property Act 1925.  The Chargor  alone
     shall  be  responsible  for his  contracts,  engagements,
     acts,  omissions, defaults and losses and for liabilities
     incurred  by  him  and no Finance Party shall  incur  any
     liability (either to the Chargor or to any other  person)
     by  reason  of  the  Agent making his  appointment  as  a
     Receiver or for any other reason.

8.6  Protection of third parties

     No  person (including a purchaser) dealing with the Agent
     or  a Receiver or its or his agents will be concerned  to
     enquire:-

     (a)  whether the Secured Liabilities have become payable;
          or
     
     (b)  whether any power which the Agent or the Receiver is
          purporting to exercise has become execrable; or
     
     (c)  whether  any  money  remains due under  the  Finance
          Documents; or
     
     (d)  how  any  money paid to the Agent or to the Receiver
          is to be applied.

8.7  Redemption of prior mortgages

     At  any time after the security constituted by this  Deed
     has become enforceable, the Agent may:-
     
     (a)   redeem  any  prior  Security Interest  against  any
     Security Asset; and/or
     
     (b)   procure  the transfer of that Security Interest  to
     itself; and/or
     
     (c)  settle and pass the accounts of the prior mortgagee,
          chargee or encumbrancer; any accounts so settled and
          passed  shall  be  conclusive  and  binding  on  the
          Chargor.
     
     All   principal  moneys,  interest,  costs,  charges  and
     expenses of and incidental to any such redemption  and/or
     transfer  shall be paid by the Chargor to  the  Agent  on
     demand.
     
9.   RECEIVER

9.1  Appointment of Receiver

     At  any time after the security constituted by this  Deed
     becomes  enforceable or, if the Chargor so  requests  the
     Agent  in  writing,  at any time, the Agent  may  without
     further notice appoint under seal or in writing under its
     hand  any one or more persons to be a Receiver of all  or
     any  part of the Security Assets in like manner in  every
     respect as if the Agent had become entitled under the Law
     of  Property  Act  1925 to exercise  the  power  of  sale
     conferred under the Law of Property Act 1925.

9.2  Removal

     The  Agent may by writing under its hand (subject to  any
     requirement for an order of the court in the case  of  an
     administrative receiver) remove any Receiver appointed by
     it and may, whenever it deems it expedient, appoint a new
     Receiver  in  the place of any Receiver whose appointment
     may for any reason have terminated.

9.3  Remuneration

     The  Agent  may  fix  the remuneration  of  any  Receiver
     appointed by it.

9.4  Relationship with Agent

     To  the fullest extent permitted by law, any right, power
     or discretion conferred by this Deed (either expressly or
     impliedly)  upon  a Receiver of the Security  Assets  may
     after   the   security  created  by  this  Deed   becomes
     enforceable be exercised by the Agent in relation to  any
     Security  Asset without first appointing  a  Receiver  or
     notwithstanding the appointment of a Receiver.

10.  POWERS OF RECEIVER

10.1 General

(a)  Each  Receiver has, and is entitled to exercise,  all  of
     the  rights, powers and discretions set out below in this
     Clause  10 in addition to those conferred by the  Law  of
     Property Act 1925 on any receiver appointed under the Law
     of Property Act 1925.

(b)  If  there is more than one Receiver holding office at the
     same   time,  each  Receiver  may  (unless  the  document
     appointing  him  states otherwise) exercise  all  of  the
     powers   conferred  on  a  Receiver   under   this   Deed
     individually and to the exclusion of any other Receivers.

(c)  A  Receiver  who  is an administrative  receiver  of  the
     Chargor has all the rights, powers and discretions of  an
     administrative receiver under the Insolvency Act 1986.

10.2 Possession

     A  Receiver may take immediate possession of, get in  and
     collect any Security Assets.
     
10.3 Carry on business

     A Receiver may carry on the business of the Chargor as he
     thinks fit.

10.4 Protection of assets

     A  Receiver may do all acts as he may think fit which the
     Chargor  might do in the ordinary conduct of its business
     as  well for the protection as for the improvement of the
     Security Assets.

10.5 Employees

     A  Receiver may appoint and discharge managers, officers,
     agents, accountants, servants, workmen and others for the
     purposes  of this Deed upon such terms as to remuneration
     or  otherwise  as he may think proper and  discharge  any
     such persons appointed by the Chargor.

10.6 Borrow money

     A Receiver may raise and borrow money either unsecured or
     on  the security of any Security Asset either in priority
     to the security constituted by this Deed or otherwise and
     generally on any terms and for whatever purpose which  he
     thinks fit. No person lending that money is concerned  to
     enquire as to the propriety or purpose of the exercise of
     that  power or to check the application of any  money  so
     raised or borrowed.

10.7 Sale of assets

     A  Receiver  may sell, exchange, convert into  money  and
     realise  any Security Asset by public auction or  private
     contract  and  generally in any manner and on  any  terms
     which  he  thinks proper. The consideration for any  such
     transaction  may  consist of cash,  debentures  or  other
     obligations,    shares,   stock   or    other    valuable
     consideration and any such consideration may  be  payable
     in  a  lump sum or by instalments spread over such period
     as he thinks fit.

10.8 Compromise

     A  Receiver  may  settle, adjust, refer  to  arbitration,
     compromise  and  arrange any claims, accounts,  disputes,
     questions  and demands with or by any person  who  is  or
     claims to be a creditor of the Chargor or relating in any
     way to any Security Asset.

10.9 Legal Actions

     A  Receiver  may  bring, prosecute, enforce,  defend  and
     abandon all actions, suits and proceedings in relation to
     any Security Asset which may seem to him to be expedient.

10.10     Receipts

     A  Receiver  may give valid receipts for all  moneys  and
     execute all assurances and things which may be proper  or
     desirable for realising any Security Asset.

10.11     Subsidiaries

     A  Receiver  may  form a Subsidiary of  the  Chargor  and
     transfer to that Subsidiary any Security Asset.

10.12     Delegation

     A  Receiver  may  delegate his powers in accordance  with
     Clause 14 (Delegation).

10.13     Other powers

     A Receiver may:-

     (a)  do  all  other acts and things which he may consider
          desirable  or  necessary for realising any  Security
          Asset  or  incidental or conducive  to  any  of  the
          rights,  powers  or  discretions  conferred   on   a
          Receiver under or by virtue of this Deed; and
     
     (b)  exercise in relation to any Security Asset  all  the
          powers,  authorities and things which  he  would  be
          capable  of  exercising  if  he  were  the  absolute
          beneficial owner of the same,
     
     and may  use the name of the Chargor for any of the above
          purposes.
     
11.  SET OFF

     The  Agent  may, at any time after this Deed  has  become
     enforceable,  without notice to or making demand  on  the
     Chargor  and  whether or not all or any  of  the  Secured
     Liabilities have matured:
     
     (a)  set  off any of the Secured Liabilities against  any
          liability (whether or not matured) owed by the Agent
          to  the  Chargor  in respect of any  moneys  in  the
          Security   Accounts  regardless  of  the  place   or
          payment,  booking  branch  or  currency  of   either
          obligation; and/or
     
     (b)  debit  any account of the Chargor (whether  sole  or
          joint) with the Agent at any of its offices anywhere
          (including  an  account opened  specially  for  that
          purpose)  with  all  or  any  part  of  the  Secured
          Liabilities; and/or
     
     (c)  apply any moneys in a Security Account in or towards
          the payment or discharge of the Secured Liabilities.
     
12.  APPLICATION OF PROCEEDS

     Any  moneys  received by the Agent or any Receiver  after
     this Deed has become enforceable shall be applied in  the
     following order of priority (but without prejudice to the
     right of any Finance Party to recover any shortfall  from
     the Chargor):
     
     (a)  in  satisfaction of or provision for all  costs  and
          expenses  incurred by the Agent or any Receiver  and
          of  all remuneration due to the Receiver under  this
          Deed;
     
     (b)  in  or towards payment of the Secured Liabilities or
          such part of them as is then due and payable; and
     
     (c)  in payment of the surplus (if any) to the Chargor or
          other person entitled to it.
     
13.  EXPENSES AND INDEMNITY

     The  Chargor shall forthwith on demand pay all costs  and
     expenses  (including legal fees) incurred  in  connection
     with  this Deed by any Finance Party, Receiver, attorney,
     manager,  agent or other person appointed  by  the  Agent
     under  this  Deed,  and  keep each  of  them  indemnified
     against any failure or delay in paying the same.

14.  DELEGATION

     The  Agent  and  any Receiver may delegate  by  power  of
     attorney or in any other manner to any person any  right,
     power  or discretion exercisable by them under this Deed.
     Any such delegation may be made upon the terms (including
     power  to  sub-delegate) and subject to  any  regulations
     which the Agent or that Receiver (as the case may be) may
     think fit. Neither the Agent nor any Receiver will be  in
     any way liable or responsible to the Chargor for any loss
     or  liability arising from any act, default, omission  or
     misconduct  on  the  part of any such  delegate  or  sub-
     delegate.

15.  FURTHER ASSURANCES

     The  Chargor  shall,  at its own expense,  take  whatever
     action  the  Agent  or a Receiver may reasonably  require
     for:-
     
     (a)  perfecting or protecting the security intended to be
          created by this Deed over any Security Asset;
     
     (b)  facilitating the realisation of any Security  Asset,
          or  the  exercise of any right, power or  discretion
          exercisable, by the Agent or any Receiver or any  of
          its  or  their delegates or sub-delegates in respect
          of any Security Asset,
     
     including  the  execution  of any  transfer,  conveyance,
     assignment  or assurance of any property whether  to  the
     Agent  or to its nominees, and the giving of any  notice,
     order  or  direction and the making of any  registration,
     which, in any such case, the Agent may think expedient.

16.  POWER OF ATTORNEY

     The   Chargor,  by  way  of  security,  irrevocably   and
     severally  appoints the Agent, each Receiver and  any  of
     their  delegates or sub-delegates to be its  attorney  to
     take  any  action  which the Chargor is obliged  to  take
     under  this  Deed,  including under  Clause  15  (Further
     Assurances).  The Chargor ratifies and confirms  whatever
     any  attorney  does  or purports to do  pursuant  to  its
     appointment under this Clause.

17.  MISCELLANEOUS

17.1 Covenant to pay

     The   Chargor   shall  pay  or  discharge   the   Secured
     Liabilities  in  the manner provided for in  the  Finance
     Documents.
     
17.2 Continuing security

     The  security constituted by this Deed is continuing  and
     will  extend  to the ultimate balance of all the  Secured
     Liabilities,  regardless of any intermediate  payment  or
     discharge in whole or in part.

17.3 Additional security

     The  security constituted by this Deed is in addition  to
     and  is  not in any way prejudiced by any other  security
     now  or  subsequently held by any Finance Party  for  any
     Secured Liability.

17.4 Tacking

     Each  Bank shall perform its obligations under the Credit
     Agreement  (including any obligation  to  make  available
     further advances).

17.5 New Accounts

     If  a Finance Party receives, or is deemed to be affected
     by,  notice,  whether  actual  or  constructive,  of  any
     subsequent   charge  or  other  interest  affecting   any
     Security  Asset  and/or  the  proceeds  of  sale  of  any
     Security Asset, the Finance Party may open a new  account
     with  the Chargor. If the Finance Party does not  open  a
     new  account, it shall nevertheless be treated as  if  it
     had done so at the time when it received or was deemed to
     have received notice. As from that time all payments made
     to  the  Finance Party will be credited or be treated  as
     having  been  credited to the new account  and  will  not
     operate  to  reduce  any amount for which  this  Deed  is
     security.

17.6 Time deposits

     Without  prejudice  to any right of set-off  any  Finance
     Party  may  have  under  any other  Finance  Document  or
     otherwise, if any time deposit matures on any account the
     Chargor  has with any Finance Party at a time within  the
     Security Period when:

     (a)  this security has become enforceable; and
     
     (b)   no  amount of the Secured Liabilities  is  due  and
     payable,
     
     that time deposit shall automatically be renewed for  any
     further  maturity  which  that  Finance  Party  considers
     appropriate.
     
18.  RELEASE

     Upon   the  expiry  of  the  Security  Period  (but   not
     otherwise), the Finance Parties shall, at the request and
     cost of the Chargor, take whatever action is necessary to
     release the Security Assets from the security constituted
     by this Deed.

19.  GOVERNING LAW

     This Deed is governed by English law.

 This Deed has been entered into as a deed on the date stated
                at the beginning of this Deed.


<PAGE>
                          SCHEDULE 1
                               
              Form of notice of the Account Bank
                               
To:  [                                            ]

     [                         ], 199[   ]

Dear Sirs,

We  give  you notice that, by a Debenture dated 17th December,
1996,  Entergy Power UK PLC charged (by way of a  first  fixed
and  floating  charge) to ABN AMRO Bank  N.V.  (as  agent  and
trustee)  (the  "Agent") all moneys (including interest)  from
time  to  time standing to the credit of certain bank accounts
(the "Accounts") and the debt or debts represented thereby.

We  irrevocably instruct and authorise you to disclose to  the
Agent  without any reference to or further authority  from  us
and without any inquiry by you as to the justification for the
disclosure,  any information relating to any of  the  Accounts
maintained with you from time to time as the Agent may, at any
time and from time to time, request you to disclose to it.

This letter is governed by English law.

Would  you  please  confirm your agreement  to  the  above  by
sending the enclosed acknowledgement to the Agent with a  copy
to ourselves.

Yours faithfully,



 ................................
(Authorised signatory)
Entergy Power UK PLC


<PAGE>
                          SCHEDULE 2
                               
          Form of acknowledgement of the Account Bank
                               
                               
                               
                               
To:  ABN AMRO Bank N.V.

     For the attention of: [                     ]
     [relevant address applying under
     Clause 34 (Notices) of the Credit Agreement]


                     [                              ], 199[  ]


Dear Sirs,


We  confirm  receipt from Entergy Power UK PLC (the "Company")
of a notice dated [                                    ] of  a
charge upon the terms of a Debenture dated 17th December, 1996
of  all moneys (including interest) from time to time standing
to  the  credit of certain bank accounts of the  Company  (the
"Accounts") and the debt or debts represented thereby.

We confirm that we have not received notice of the interest of
any third party in any of the Accounts maintained with us.

We  confirm that until you give us notice in writing that  the
assets  assigned to you under the Debenture have been released
and  reassigned to the Company, we do not have  and  will  not
make  or  exercise,  any  claims or  demands,  any  rights  of
counterclaim, rights of set-off or any other equities  against
the Company in respect of the Accounts maintained with us.

This letter is governed by English law.

Yours faithfully,




 .................................
[               ]

<PAGE>
                 SIGNATORIES TO THE DEBENTURE


THE COMMON SEAL of         )
ENTERGY POWER UK PLC was   )
affixed to this deed in the   )
presence of                )


Director

Director/Secretary





The Agent

ABN AMRO BANK N.V.

By:



<PAGE>

                          SCHEDULE 8
                               
            FORM OF LEGAL OPINIONS OF ALLEN & OVERY
                               
                            PART I
                               
             TO BE DELIVERED BEFORE THE FIRST LOAN
                               
To:  The Finance Parties
     (as defined in the
     Credit Agreement defined below)
     

Dear Sirs,

  Entergy Power UK PLC(the "Company") - 1,250,000,000 pounds Credit
                           Agreement
      dated 17th December, 1996 (the "Credit Agreement")
                               

We   have  received  instructions  from  and  participated  in
discussions with the Arrangers in connection with  the  Credit
Agreement.

Terms defined in the Credit Agreement have the same meaning in
this  opinion.  The Credit Agreement and the Debenture is each
called an "Agreement".  "Security Assets" has, in relation  to
the Debenture, the meaning given to it in the Debenture

For  the  purposes  of  this  opinion  we  have  examined  the
following documents:-

(a)  a signed copy of the Credit Agreement;

(b)  an    executed    copy    of    the    Debenture    dated
     [                                  ]  between the Company
     and the Agent;

(c)  a  certified  copy  of  the memorandum  and  articles  of
     association  and  certificate  of  incorporation  of  the
     Company; and

(d)  a certified copy of the minutes of a meeting of the board
     of directors of the Company dated [     ].

On  [        ] December, 1996, we carried out a search of  the
Company  at  the Companies Registry.  On [        ]  December,
1996 we made a telephone search of the Company at the winding-
up petitions at the Companies court.

The  above are the only documents or records we have examined,
and  the only searches and enquiries we have carried out,  for
the purposes of this opinion.

We assume that:-

(i)  the  Company  is not unable to pay its debts  within  the
     meaning of section 123 of the Insolvency Act, 1986 at the
     time  it  enters  into an Agreement and  will  not  as  a
     consequence  of  either Agreement be unable  to  pay  its
     debts within the meaning of that section;

(ii) no  step has been taken to wind up the Company or appoint
     a  receiver  in  respect  of it or  any  of  its  assets,
     although   the  searches  referred  to  above   give   no
     indication that any winding-up order or appointment of  a
     receiver has been made;

(iii)all signatures and documents are genuine;

(iv) all documents are and remain up-to-date;

(v)  the  correct  procedure  was carried  out  at  the  board
     meeting  referred to in paragraph (d) above; for example,
     there  was  a  valid  quorum, all relevant  interests  of
     directors  were  declared and the resolutions  were  duly
     passed at the meeting; and

(vi) each   Agreement   is  a  legally  binding,   valid   and
     enforceable obligation of each party to it other than the
     Company.

Subject to the qualifications set out below and to any matters
not  disclosed to us, it is our opinion that, so  far  as  the
present laws of England are concerned:-

(1)  Status:  The  Company  is  a  company  incorporated  with
     limited liability under the laws of England and is not in
     liquidation.

(2)  Powers and authority: The Company has the corporate power
     to  enter  into and perform the Agreements and has  taken
     all   necessary   corporate  action  to   authorise   the
     execution, delivery and performance of the Agreements.

(3)  Legal  validity: Each Agreement constitutes the Company's
     legally binding, valid and enforceable obligation.

(4)  Non-conflict: The execution, delivery and performance  by
     the  Company  of  each  Agreement will  not  violate  any
     provision  of (i) any existing English law applicable  to
     companies  generally, or (ii) the memorandum or  articles
     of association of the Company.

(5)  Consents: No authorizations of governmental, judicial  or
     public  bodies or authorities in England are required  by
     the  Company in connection with the performance, validity
     or enforceability of either Agreement.

(6)  Taxes: All payments due from the Company under the Credit
     Agreement  may  be made without deduction of  any  United
     Kingdom  taxes,  if,  in the case of  any  interest,  the
     person  which  made  the part of the Loan  to  which  the
     interest  relates was, at the time of the making  of  the
     Loan,  a "bank" as defined in section 840A of the  Income
     and  Corporation Taxes Act 1988 and the recipient of  the
     interest   is   within  the  charge  to  United   Kingdom
     corporation tax as regards that interest.
     
(7)  Registration requirements: Except for registration of the
     Debenture  at Companies House under section  395  of  the
     Companies  Act 1985, it is not necessary or advisable  to
     file,  register or record either Agreement in any  public
     place or elsewhere in England.

(8)  Stamp  duties: No stamp, registration or similar  tax  or
     charge  is  payable  in  England  in  respect  of  either
     Agreement.

(9)  Security: Subject to due registration where required, the
     Debenture  creates  security interests  in  the  Security
     Assets concerned.

This opinion is subject to the following qualifications:-

(i)  This  opinion is subject to all insolvency and other laws
     affecting  the  rights of creditors or secured  creditors
     generally.

(ii) No opinion is expressed on matters of fact.

(iii)We   assume  that  no  foreign  law  affects   the
     conclusions stated above.

(iv) No opinion is expressed as to:

     (a)  the title of the Company to any Security Asset; or
     
     (b)  the  priority  of  any security  created  or  to  be
          created by the Debenture; or
     
     (c)  the  nature of the security created by the Debenture
          (whether fixed or floating); or
     
     (d)  the marketability of, or rights of enforcement over,
          the Security Assets.
     
     These matters are too lengthy to cover in this letter.
     
(v)  It  may  not  be  possible  to create  a  valid  security
     interest  over a bank account in favour of the bank  with
     which the account is maintained.

(vi) The term "enforceable" means that a document is of a type
     and  form  enforced by the English courts.  It  does  not
     mean  that each obligation will be enforced in accordance
     with  its terms.  Certain rights and obligations  may  be
     qualified   by   the  non-conclusivity  of  certificates,
     doctrines   of   good   faith  and  fair   conduct,   the
     availability of equitable remedies and other matters, but
     in  our  view these qualifications would not defeat  your
     legitimate expectations in any material respect.

This  opinion  is given for the sole benefit  of  the  Finance
Parties as at the date of this opinion (and their professional
advisers)  and may not be relied upon by or disclosed  to  any
other person.

Yours faithfully

<PAGE>
                            PART II
                               
           TO BE DELIVERED IN RESPECT OF THE TARGET
                               
To:  The Finance Parties
     (as defined in the
     Credit Agreement defined below)
     

Dear Sirs,

  Entergy Power UK PLC (the "Company")/London Electricity plc
  (the "Target") - 1,250,000,000 pounds Credit Agreement dated 17th
            December, 1996 (the "Credit Agreement")
                               

We   have  received  instructions  from  and  participated  in
discussions  with  the  Agent in connection  with  the  Credit
Agreement.

Terms defined in the Credit Agreement have the same meaning in
this opinion.

For  the  purposes  of  this  opinion  we  have  examined  the
following documents:-

(a)  a signed copy of the Credit Agreement;

(b)  a   copy  of  the  Borrower  Accession  Agreement   dated
     [                                  ]  and executed by the
     Target;

(c)  a  certified  copy  of  the memorandum  and  articles  of
     association  and  certificate  of  incorporation  of  the
     Target; and

(d)  a certified copy of the minutes of a meeting of the board
     of directors of the Target dated [ ].

On  [                         ],  199[   ], we carried  out  a
search   of   the  Target  at  the  Companies  Registry.    On
[                         ],  199[    ]  we made  a  telephone
search  of  the  Target  at the winding-up  petitions  at  the
Companies court.

The  above are the only documents or records we have examined,
and  the only searches and enquiries we have carried out,  for
the purposes of this opinion.

We assume that:-

(i)  no step has been taken to wind up the Target or appoint a
     receiver  in respect of it or any of its assets, although
     the  searches  referred to above give no indication  that
     any  winding-up  order or appointment of a  receiver  has
     been made;

(ii) all signatures and documents are genuine;

(iii)all documents are and remain up-to-date;

(iv) the  correct  procedure  was carried  out  at  the  board
     meeting  referred to in paragraph (d) above: for example,
     there  was  a  valid  quorum, all relevant  interests  of
     directors  were  declared and the resolutions  were  duly
     passed at the meeting; and

(v)  the  Credit  Agreement is a legally  binding,  valid  and
     enforceable obligation of each party to it.

Subject to the qualifications set out below and to any matters
not  disclosed to us, it is our opinion that, so  far  as  the
present laws of England are concerned:-

(1)  Status: The Target is a company incorporated with limited
     liability  under  the  laws of  England  and  is  not  in
     liquidation.

(2)  Powers and authority: The Target has the corporate  power
     to  enter  into and perform the Agreements and has  taken
     all   necessary   corporate  action  to   authorise   the
     execution,   delivery  and  performance  of  the   Credit
     Agreement.

(3)  Legal  validity:  The  Credit Agreement  constitutes  the
     Target's   legally   binding,   valid   and   enforceable
     obligation.

(4)  Non-conflict: The execution, delivery and performance  by
     the  Target of the Borrower Accession Agreement  and  the
     Credit  Agreement  will  not  violate  any  provision  of
     (i)  any  existing  English law applicable  to  companies
     generally,   or  (ii)  the  memorandum  or  articles   of
     association of the Target.

(5)  Consents: No authorizations of governmental, judicial  or
     public  bodies or authorities in England are required  by
     the  Target in connection with the performance,  validity
     or  enforceability of the Borrower Accession Agreement or
     the Credit Agreement.

(6)  Taxes:  All payments due from the Target under the Credit
     Agreement  may  be made without deduction of  any  United
     Kingdom  taxes,  if,  in the case of  any  interest,  the
     person  which  made  the part of the Loan  to  which  the
     interest  relates was, at the time of the making  of  the
     Loan,  a "bank" as defined in section 840A of the  Income
     and  Corporation Taxes Act 1988 and the recipient of  the
     interest   is   within  the  charge  to  United   Kingdom
     corporation tax as regards that interest.
     
(7)  Registration   requirements:  It  is  not  necessary   or
     advisable  to  file,  register  or  record  the  Borrower
     Accession  Agreement in any public place or elsewhere  in
     England.

(8)  Stamp  duties: No stamp, registration or similar  tax  or
     charge  is payable in England in respect of the  Borrower
     Accession Agreement.

This opinion is subject to the following qualifications:-

(i)  This  opinion is subject to all insolvency and other laws
     affecting the rights of creditors generally.

(ii) No opinion is expressed on matters of fact.

(iii)We  assume  that  no foreign law affects the  conclusions
     stated above.

(iv) The term "enforceable" means that a document is of a type
     and  form  enforced by the English courts.  It  does  not
     mean  that each obligation will be enforced in accordance
     with  its terms.  Certain rights and obligations  may  be
     qualified   by   the  non-conclusivity  of  certificates,
     doctrines   of   good   faith  and  fair   conduct,   the
     availability of equitable remedies and other matters, but
     in  our  view these qualifications would not defeat  your
     legitimate expectations in any material respect.

This  opinion  is given for the sole benefit  of  the  Finance
Parties as at the date of this opinion (and their professional
advisers)  and may not be relied upon by or disclosed  to  any
other person.

Yours faithfully

<PAGE>
                          SCHEDULE 9
                               
                FORM OF SUBORDINATION AGREEMENT
                               
                   DATED [     ] , 199[    ]
                               
                               
                            BETWEEN
                               
                               
                     ENTERGY POWER UK PLC
                               
                             -and-
                               
                      THE JUNIOR CREDITOR
                   (as defined in this Deed)
                               
                             -and-
                               
                      ABN AMRO BANK N.V.
                       as Security Agent
                               
                               
               _________________________________
                               
                    SUBORDINATION AGREEMENT
                 relating to a 1,250,000,000 pounds
          credit agreement dated 17th December, 1996
            between ENTERGY POWER UK PLC and others
              __________________________________
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                            London
<PAGE>                               
                       TABLE OF CONTENTS
                               
Clause
     Page

1.   Interpretation                                        134
2.   The Company's undertakings                            136
3.   Junior Creditor's undertakings                        136
4.   Turnover of non-permitted recoveries                  137
5.   Subordination on insolvency                           137
6.   Consents                                              138
7.   Representations and warranties                        138
8.   Subrogation by the Junior Creditor                    138
9.   Protection of subordination                           139
10.  Preservation of Junior Debt                           140
11.  Changes to the parties                                140
12.  Miscellaneous                                         140
13.  Indemnity                                             141
14.  Waivers; remedies cumulative                          141
15.  Severability                                          141
16.  Governing law                                         136

Signatories                                                142


<PAGE>

THIS SUBORDINATION AGREEMENT is dated [                     ],
1996 between:

(1)  [                                                  ] (the
     "Junior Creditor");

(2)  ENTERGY   POWER  UK  PLC  (Registered  No.   3261188)(the
     "Company"); and

(3)  ABN AMRO BANK N.V. (the "Agent") as agent and trustee for
     the Finance Parties.

BACKGROUND:

(A)  By  the  Credit Agreement the Banks have agreed  to  make
     available  a  credit facility of up to 1,250,000,000 pounds
     to the Borrowers.

(B)  The Junior Creditor has agreed to subordinate all amounts
     payable  under the Junior Finance Documents on the  terms
     of this Deed.

(C)  It  is intended that this document takes effect as a deed
     notwithstanding  the fact that a party may  only  execute
     this document under hand.

1.   INTERPRETATION

1.1  Definitions

     In this Deed:
     
     "Credit Agreement"
          
     means  the  agreement dated 17th December,  1996  between
     (among  others) the Borrowers and the Agent for a  credit
     facility of up to 1,250,000,000 pounds.
     
     "Junior Debt"
     
     means  all  present  and  future liabilities  (actual  or
     contingent)  payable or owing to the Junior  Creditor  by
     the  Company  under  or  in connection  with  the  Junior
     Finance Documents relating thereto together with:

     (a)  any permitted novation, deferral or extension of any
          of those liabilities;
     
     (b)  any further advances which may be made by the Junior
          Creditor   to   the  Company  under  any   agreement
          expressed  to be supplemental to any Junior  Finance
          Document  plus  all  interest,  fees  and  costs  in
          connection therewith;
     
     (c)  any claim for damages or restitution in the event of
          rescission of any of those liabilities or  otherwise
          in connection with the Junior Finance Documents;
     
     (d)  any  claim  against  the Company  flowing  from  any
          recovery by the Company of a payment or discharge in
          respect   of   those  liabilities  on   grounds   of
          preference or otherwise; and
     
     (e)  any amounts (such as post-insolvency interest) which
          would  be  included  in any of  the  above  for  any
          discharge, non-provability, unenforceability or non-
          allowability of the same in any insolvency or  other
          proceedings.

     "Junior Finance Documents"
     
     means   [specify  debt  document]  and  all   variations,
     replacements, novations of and supplements thereto.

     "Majority Banks"
          
     has the meaning given to it in the Credit Agreement.

     "Senior Debt"
     
     means  all  present  and  future liabilities  (actual  or
     contingent)  payable  or owing by  any  Borrower  to  the
     Finance  Parties under or in connection with the  Finance
     Documents together with:

     (a)  any  refinancing, novation, refunding,  deferral  or
          extension of any of those liabilities;
     
     (b)  any  further  advances which  may  be  made  by  the
          Finance  Parties to any Borrower under any agreement
          expressed to be supplemental to any Finance Document
          plus  all  interest,  fees and costs  in  connection
          therewith;
     
     (c)  any claim for damages or restitution in the event of
          rescission of any of those liabilities or  otherwise
          in connection with the Finance Documents;
     
     (d)  any  claim  against any Borrower  flowing  from  any
          recovery  by such Borrower of a payment or discharge
          in  respect  of  those  liabilities  on  grounds  of
          preference or otherwise; and
     
     (e)  any amounts (such as post-insolvency interest) which
          would  be  included  in any of  the  above  for  any
          discharge,   non-provability,  unenforceability   or
          non-allowability  of the same in any  insolvency  or
          other proceedings.

     "Senior Liabilities"
     
     means  all present and future obligations and liabilities
     (whether  actual or contingent and whether owned  jointly
     or  severally  or  in  any capacity whatsoever)  of  each
     Borrower to any Finance Party under each Finance Document
     to which such Borrower is a party.

     
1.2  Construction

(a)  Capitalised  terms defined in the Credit Agreement  have,
     unless  expressly defined in this Deed, the same  meaning
     in this Deed.

(b)  The  provisions  of  Clause 1.2 of the  Credit  Agreement
     apply to this Deed as though they were set out in full in
     this  Deed except that references to the Credit Agreement
     are to be construed as references to this Deed.

(c)  Any  document, instrument or agreement shall be construed
     as  to include such document, instrument or agreement  as
     varied,  amended, supplemented or novated  from  time  to
     time.

2.   THE COMPANY'S UNDERTAKINGS

     So  long as any Senior Debt is outstanding and until  the
     Senior  Liabilities have been irrevocably paid  in  full,
     the  Company  will  not  except as  permitted  under  the
     Finance Documents (including, without limitation,  Clause
     19.15 (Distributions)) or except as the Agent, acting  on
     the  instructions of the Majority Banks,  has  previously
     consented:

     (a)  subject  to  Clause 5 (Subordination on Insolvency),
          pay  or  repay or purchase or acquire,  any  of  the
          Junior Debt; or

     (b)  discharge any of the Junior Debt by set-off; or
     
     (c)  create or permit to subsist security over any of its
          assets for any of the Junior Debt; or
     
     (d)  amend, vary, waive or release any term of the Junior
          Finance  Documents  (other than  any  procedural  or
          administrative change or any other change which  can
          reasonably  be expected not to prejudice any  Senior
          Debt or any Finance Party); or
     
     (e)  take  or  omit  to  take  any  action  whereby   the
          subordination  achieved  by  this   Deed   will   be
          impaired.

3.   JUNIOR CREDITOR'S UNDERTAKINGS

     So  long as any Senior Debt is outstanding and until  the
     Senior  Liabilities have been irrevocably paid  in  full,
     except,  as  permitted  under the  Finance  Documents  or
     except  as the Agent (acting on the instructions  of  the
     Majority  Banks)  has  previously consented,  the  Junior
     Creditor will:

     (a)  subject  to  Clause 5 (Subordination on insolvency),
          not  demand or receive payment of any of the  Junior
          Debt  from the Company or any other source or  apply
          any money or assets in discharge of any Junior Debt;
     
     (b)  not discharge any of the Junior Debt by set-off;
     
     (c)  not  permit  to subsist or receive any security  for
          any of the Junior Debt;
     
     (d)  not  permit  to subsist or receive any guarantee  or
          other  assurance against loss in respect of  any  of
          the Junior Debt;
     
     (e)  not  amend, vary, waive or release any term  of  the
          Junior  Finance Documents (other than any procedural
          or  administrative change or any other change  which
          can  reasonably  be expected not  to  prejudice  any
          Senior Debt or any Finance Party);
     
     (f)  promptly notify the Agent of any default or event of
          default in respect of the Junior Debt;
     
     (g)  unless   Clause  5  (Subordination  on   insolvency)
          applies, not:

          (i)  declare any of the Junior Debt prematurely  due
               and payable;
          
          (ii) enforce   the  Junior  Debt  by  execution   or
               otherwise; or
          
          (iii)initiate or take any steps with a view  to  any
               insolvency,   reorganisation   or   dissolution
               proceedings in respect of the Company; and
          
     (h)  not  take  or  omit to take any action  whereby  the
          subordination achieved by this Deed may be impaired.
     
4.   TURNOVER OF NON-PERMITTED RECOVERIES

4.1  Non-permitted payment

     If, other than as permitted under the Finance Documents:
     
     (a)  the   Junior   Creditor  receives   a   payment   or
          distribution  in respect of any of the  Junior  Debt
          from the Company or any other source; or

     (b)  the  Junior  Creditor receives the proceeds  of  any
          enforcement of any security or any guarantee for any
          Junior Debt; or
     
     (c)  the Company makes any payment or distribution to the
          Junior Creditor on account of the purchase or  other
          acquisition of any of the Junior Debt,

     the  Junior Creditor will hold the same in trust for  the
     Finance  Parties and pay and distribute it to  the  Agent
     for  application towards the Senior Debt until the Senior
     Debt is irrevocably paid in full.

4.2  Non-permitted set-offs

     If,  other than as permitted under the Finance Documents,
     for  any reason, any of the Junior Debt is discharged  by
     set-off, the Junior Creditor will promptly pay an  amount
     equal  to  the  discharge to the  Agent  for  application
     towards  the  Senior  Debt  until  the  Senior  Debt   is
     irrevocably paid in full.

4.3  Failure of trust

     If, for any reason, a trust in favour of, or a holding of
     property  for,  the Finance Parties under  this  Deed  is
     invalid  or unenforceable, the Junior Creditor  will  pay
     and  deliver to the Agent an amount equal to the payment,
     receipt  or  recovery  which the  Junior  Creditor  would
     otherwise  have  been bound to hold on trust  for  or  as
     property of the Finance Parties.

5.   SUBORDINATION ON INSOLVENCY

     If any of the events set out in Clauses 20.6 (Insolvency)
     to  20.10  (Analogous  proceedings)  (inclusive)  of  the
     Credit Agreement occurs THEN

     (a)  the  Junior  Debt will be subordinate  in  right  of
          payment to the Senior Debt;
     
     (b)  the  Agent  may,  and is irrevocably  authorised  on
          behalf of the Junior Creditor to, (i) claim, enforce
          and  prove for the Junior Debt, (ii) file claims and
          proofs,  give receipts and take all such proceedings
          and  do all such things as the Agent reasonably sees
          fit to recover the Junior Debt and (iii) receive all
          distributions  on  the Junior Debt  for  application
          towards the Senior Debt;
     
     (c)  if  and to the extent that the Agent is not entitled
          to do any of the foregoing, the Junior Creditor will
          do  so  in good time as reasonably directed  by  the
          Agent;
     
     (d)  the  Junior Creditor will hold all distributions  in
          cash  or  in kind received or receivable  by  it  in
          respect of the Junior Debt from the Company or  from
          any  other  source in trust for the Finance  Parties
          and  will (at the Junior Creditor's expense) pay and
          transfer  the  same  to  the Agent  for  application
          towards  the  Senior Debt until the Senior  Debt  is
          irrevocably paid in full; and
     
     (e)  the  trustee in bankruptcy, liquidator, assignee  or
          other  person distributing the assets of the Company
          or  their  proceeds is directed to pay distributions
          on   the  Junior  Debt  direct  to  the  Agent   for
          application towards the Senior Debt until the Senior
          Debt  is  irrevocably  paid  in  full.   The  Junior
          Creditor will give all such notices and do all  such
          things  as the Agent may reasonably direct  to  give
          effect to this provision.

6.   CONSENTS

     The  Junior Creditor will not have any remedy against the
     Company  or  other  Borrower, the Agent  or  the  Finance
     Parties by reason of any transaction entered into between
     the  Agent  and/or the Finance Parties  and  the  Company
     which violates any Junior Finance Document and the Junior
     Creditor may not object to any such transaction by reason
     of any provisions of the Junior Finance Documents.

7.   REPRESENTATIONS AND WARRANTIES

     The  Junior Creditor represents and warrants to the Agent
     and each Finance Party that this Deed:

     (a)  is within its powers and has been duly authorised by
          it;

     (b)  constitutes    its   legal,   valid   and    binding
          obligations; and

     (c)  does  not conflict in any material respect with  any
          law or regulation or its constitutional documents or
          any  document binding on it and that it has obtained
          all  necessary consents for its performance of  this
          Deed.
     
8.   SUBROGATION BY THE JUNIOR CREDITOR

     If any of the Senior Debt is wholly or partially paid out
     of  any proceeds received in respect of or on account  of
     the  Junior Debt, the Junior Creditor will to that extent
     be  subrogated to the Senior Debt so paid but not  before
     all the Senior Debt is paid in full.

9.   PROTECTION OF SUBORDINATION

9.1  Continuing subordination

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

9.2  Waiver of defences

     The subordination in this Deed and the obligations of the
     Junior  Creditor under this Deed will not be affected  by
     any  act,  omission, matter or thing which, but for  this
     provision,   would  reduce,  release  or  prejudice   the
     subordination or any of those obligations in whole or  in
     part, including without limitation:

     (a)  any  waiver  granted  to, or composition  with,  any
          Borrower or other person;
     
     (b)  the taking, variation, compromise, exchange, renewal
          or  release  of, or refusal or neglect  to  perfect,
          take  up or enforce, any rights against, or security
          over  assets  of,  any Borrower or other  person  in
          respect  of  the  Senior Debt or  otherwise  or  any
          failure to realise the full value of any security;
     
     (c)  any  unenforceability, illegality or  invalidity  of
          any  obligation  of  any  Borrower  or  security  in
          respect of the Senior Debt or any other document  or
          security.

9.3  Immediate recourse

     The Junior Creditor waives any right it may have of first
     requiring any Finance Party (or the Agent or any  trustee
     or  other  agent  on  its behalf) to proceed  against  or
     enforce  any  other rights or security or  claim  payment
     from any person before claiming the benefit of this Deed.
     The  Agent  may  refrain from applying or  enforcing  any
     money, rights or security unless and until instructed  by
     the  Majority  Banks.  The Majority  Banks  may  give  or
     refrain  from giving instructions to the Agent to enforce
     or  refrain from enforcing any security as long  as  they
     see fit.

9.4  Appropriations

     Until  the Senior Liabilities have been irrevocably  paid
     in full, the Agent may:

     (a)  apply  any  moneys or property received  under  this
          Deed  or from any Borrower or from any other  person
          against the Senior Debt in accordance with the terms
          of the Credit Agreement;
     
     (b)  hold  in  an  interest-bearing suspense account  any
          moneys  or  distributions received from  the  Junior
          Creditors  under Clause 4 (Turnover of non-permitted
          recoveries)   or   Clause   5   (Subordination    on
          insolvency)  or on account of the liability  of  the
          Junior Creditor under this Deed.
     
9.5  Non-competition

     Until  the Senior Liabilities have been irrevocably  paid
     in  full, the Junior Creditor will not by virtue  of  any
     payment  or  performance by them under this  Deed  or  by
     virtue  of the operation of Clauses 4 (Turnover  of  non-
     permitted recoveries) or 5 (Subordination on insolvency):-

     (a)  be  subrogated  to  any rights, security  or  moneys
          held,  received or receivable by any  Finance  Party
          (or  the Agent or any trustee or other agent on  its
          behalf)  or be entitled to any right of contribution
          or  indemnity  in  respect of any  payment  made  or
          moneys  received on account of the Junior Creditor's
          liability under this Deed; or
     
     (b)  claim,  rank,  prove or vote as a  creditor  of  any
          Borrower or other person or their respective estates
          in  competition with any Finance Party (or the Agent
          or any trustee or other agent on its behalf); or
     
     (c)  receive,  claim or have the benefit of any  payment,
          distribution or security from or on account  of  any
          Borrower or other person.

10.  PRESERVATION OF JUNIOR DEBT

     Notwithstanding   any  term  of  this  Deed   postponing,
     subordinating  or preventing the payment of  any  of  the
     Junior  Debt, the Junior Debt concerned shall, solely  as
     between the Company and the Junior Creditor, remain owing
     or  due  and payable in accordance with the terms of  the
     Junior   Finance  Documents,  and  interest  and  default
     interest will accrue on missed payments accordingly.

11.  CHANGES TO THE PARTIES

11.1 Successors and assigns

     This Deed is binding on the successors and assigns of the
     parties hereto.
     
11.2 The Company and the Junior Creditor

     Neither the Company nor the Junior Creditor may assign or
     transfer  any of their rights or obligations  under  this
     Deed without the consent of the Majority Banks.
     
11.3 The Agent and the Finance Parties

     The Agent and the Finance Parties may assign or otherwise
     dispose of all or any of their rights under this Deed  in
     accordance  with  the Senior Finance Documents  to  which
     they are respectively a party.
     
12.  MISCELLANEOUS

12.1 Perpetuity

     The  perpetuity period for the trusts in this Deed is  80
     years.

12.2 Power of attorney

     By  way  of  security for the obligations of  the  Junior
     Creditor under this Deed, the Junior Creditor irrevocably
     appoints  the Agent as its attorney to do anything  which
     the  Junior Creditor is required to do by this  Deed  but
     has  failed  to  do, having been given 10 Business  Day's
     notice  to  rectify such non-compliance.  The  Agent  may
     delegate  this  power  subject to  the  approval  of  the
     Majority Banks.

13.  INDEMNITY

(a)  The  Company will indemnify the Agent and every  attorney
     appointed  by  it  in  respect  of  all  liabilities  and
     expenses  reasonably incurred by it or him in good  faith
     in connection with the enforcement or preservation of any
     rights in accordance with this Deed.

(b)  The  Agent shall not be liable for any losses arising  in
     connection with the exercise or purported exercise of any
     of its rights, powers and discretions in good faith under
     this  Deed, unless that liability arises as a  result  of
     the   Agent's  negligence  or  wilful  default   and   in
     particular   (but  without  limitation)  the   Agent   in
     possession shall not be liable to account as mortgagee in
     possession or for anything except actual receipts.

14.  WAIVERS; REMEDIES CUMULATIVE

     The rights  of  the  Agent and the Finance Parties  under
          this Deed:
     
     (a)  may be exercised as often as necessary;
     
     (b)  are cumulative and are not exclusive of their rights
          under the general law; and
     
     (c)  may  be waived only in writing and specifically  and
          may  be  on  such terms as the Agent or the  Finance
          Parties see fit.
     
15.  SEVERABILITY

(a)  If  a  provision  of  this Deed is  or  becomes  illegal,
     invalid or unenforceable in any jurisdiction, that  shall
     not affect:

     (i)  the  validity or enforceability in that jurisdiction
          of any other provision of this Deed; or
     
     (ii) the    validity   or   enforceability    in    other
          jurisdictions of that or any other provision of this
          Deed.
     
(b)  This  Deed may be executed in any number of counterparts,
     all  of  which, taken together, shall constitute one  and
     the  same  instrument and any party may enter  into  this
     Deed by executing a counterpart.
     
16.  GOVERNING LAW

     This  Deed  is  governed  by and shall  be  construed  in
     accordance with English law.
     
This  Deed  has  been entered into on the date stated  at  the
beginning of this Deed.


<PAGE>
          SIGNATORIES TO THE SUBORDINATION AGREEMENT
                               
                               
Senior Creditor

[                                        ]

By:




Company

ENTERGY POWER UK PLC

By:




Agent

ABN AMRO BANK N.V.

By:

<PAGE>                               
                          SIGNATORIES
                               
Company

ENTERGY POWER UK PLC

By:  LAWRENCE S. FOLKS




Arrangers and Banks

ABN AMRO BANK N.V.

By:  C.M. MACDONALD           J.P. CLIFFE


BANK OF AMERICA INTERNATIONAL LIMITED

By:  WILLIAM M.F. BISHOP


BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION

By:  SANJAY GUPTA


UNION BANK OF SWITZERLAND

By:  FIONA H. KAPLAN               SEAN MALONE




Agent

ABN AMRO BANK N.V.

By:  C.M. MACDONALD           J.P. CLIFFE




<PAGE>
                                                CONFORMED COPY



                               
                               
                    SUPPLEMENTAL AGREEMENT



                   DATED 6th February, 1997


                               
              relating to a 1,250,000,000 pounds Credit
              Agreement dated 17th December, 1996


                              for


                     ENTERGY POWER UK PLC
                               
                               
                          arranged by
                               
                               
                      ABN AMRO BANK N.V.
             BANK OF AMERICA INTERNATIONAL LIMITED
                   UNION BANK OF SWITZERLAND
                               
                               
                             with
                               
                               
                      ABN AMRO BANK N.V.
                               
                           as Agent




                         ALLEN & OVERY
                            London

<PAGE>

THIS AGREEMENT is dated 6th February, 1997 between:

(1)  ENTERGY  POWER  UK  PLC  (Registered  No.  3261188)  (the
     "Company");

(2)  ABN AMRO BANK N.V., BANK OF AMERICA INTERNATIONAL LIMITED
     and  UNION  BANK  OF  SWITZERLAND as arrangers  (in  this
     capacity the "Arrangers");

(3)  ABN  AMRO  BANK N.V., BANK OF AMERICA NATIONAL TRUST  AND
     SAVINGS ASSOCIATION and UNION BANK OF SWITZERLAND as  the
     banks party to the Credit Agreement (as defined below) as
     at today's date (the "Existing Banks");

(4)  THE  FINANCIAL INSTITUTIONS listed in Schedule 1  as  the
     banks who wish to accede to the Credit Agreement as Banks
     (the "New Banks"); and

(5)  ABN  AMRO  BANK  N.V.  as  agent (in  this  capacity  the
     "Agent").

IT IS AGREED as follows:

1.   INTERPRETATION

1.1  Definitions

     In  this Agreement, unless the contrary intention appears
     or the context otherwise requires:
     
     "Credit Agreement"
          
     means  the Original Credit Agreement as amended  pursuant
     to Clause 4 (Nature of this Agreement) of this Agreement.
     
     "Effective Date"
          
     means 6th February, 1997.

     "Original Credit Agreement"
          
     means  the  Credit  Agreement dated 17th  December,  1996
     between  the  Company, the Arrangers, the Existing  Banks
     and the Agent.

1.2     Incorporation    of    Original    Credit    Agreement
interpretations

(a)  Terms  defined  in  the Original Credit Agreement  shall,
     unless  the  contrary intention appears  or  the  context
     otherwise  requires,  have  the  same  meaning  in   this
     Agreement.

(b)  Clauses  1.2  (Construction), 32  (Severability)  and  33
     (Counterparts)  of  the Original Credit  Agreement  shall
     apply  to this Agreement, as though they were set out  in
     full  in  this  Agreement but as  if  references  to  the
     Original   Credit  Agreement  are  to  be  construed   as
     references to this Agreement.
     
2.   CONSENT AND CONFIRMATION

(a)  The  Company, the Arrangers, the Existing Banks  and  the
     Agent  each consent to the New Banks becoming  Banks  and
     confirm  that, except as expressly provided by the  terms
     of  this  Agreement, each of the Finance Documents  shall
     continue in full force and effect.

(b)  It is acknowledged that the Guarantee will not be issued.
     
3.   NOVATION

3.1  Novation   of   Commitments  and   related   rights   and
     obligations
     
     On the Effective Date (regardless of whether a Default is
     then continuing):

     (a)  each  New  Bank will become a Bank under the  Credit
          Agreement  with a Facility A Commitment, Facility  B
          Commitment  and  Facility C Commitment  as  set  out
          opposite its name in Schedule 2;
          
     (b)  each   Existing   Bank's  Facility   A   Commitment,
          Facility  B  Commitment  and Facility  C  Commitment
          shall  be and be deemed to be reduced down  to,  the
          respective  amounts  set out opposite  its  name  in
          Schedule 2; and

     (c)  each  New Bank will automatically obtain and assume,
          and  undertakes  to perform, all of the  rights  and
          obligations of a Bank under and in respect  of  each
          of  the  Finance Documents in respect of the  rights
          and    obligations   transferred   to    it    under
          paragraphs (a) and (b) above.
     
3.2  Amounts due on or before the Effective Date

(a)  All  amounts (if any) payable to an Existing Bank by  the
     Borrowers  on  or  before the Effective Date  (including,
     without limitation, all interest and fees payable on  the
     Effective Date) in respect of any period ending prior  to
     the  Effective  Date  shall be for  the  account  of  the
     Existing Banks, and none of the New Banks shall have  any
     interest  in,  or  any  rights in respect  of,  any  such
     amounts.

(b)  If  any  Facility A Loan or Facility C Loan falls  to  be
     made on the Effective Date:

     (i)  the Agent will promptly notify each of the New Banks
          of that fact (and the amount of its participation in
          that   Facility  A  Loan  or  Facility  C  Loan   in
          accordance with sub-paragraph (ii) below); and
     
     (ii) each   Existing  Bank  and  each  New   Bank   shall
          participate  in that Facility A Loan or  Facility  C
          Loan  (subject to the terms of the Credit Agreement)
          as if the novation of the Facility A Commitments and
          the  Facility C Commitments under Clauses 3.1(a) and
          (b)  (Novation of Commitments and related rights and
          obligations)  of  this Agreement  had  taken  effect
          prior  to  opening of business on the  Business  Day
          before the Effective Date,
     
     and  the Company acknowledges that no Existing Bank  will
     be obliged to participate in any such Loan to any greater
     extent.

3.3  Administrative details

     Each  New  Bank  has delivered to the Agent  its  initial
     details  for the purposes of Clause 34 (Notices)  of  the
     Credit Agreement.

4.   NATURE OF THIS AGREEMENT

     The  novation  of Commitments and rights and  obligations
     contemplated  by  this Agreement shall  take  effect  (in
     accordance with its terms) as a novation so that:
          
     (a)  Schedule  2  to  this Agreement is  substituted  for
          Schedule  1 to the Credit Agreement on the Effective
          Date; and
     
     (b)  Clause  28.3 (Procedure for novations) of the Credit
          Agreement shall apply to the Commitments, rights and
          obligations transferred, assumed and released  under
          Clause  3.1  (Novation  of Commitments  and  related
          rights and obligations) of this Agreement and to the
          associated rights and obligations under the  Finance
          Documents,  as  if this Agreement  were  a  Novation
          Certificate.

5.   GOVERNING LAW

     This Agreement is governed by English law.

This Agreement has been entered into on the date stated at the
beginning of this Agreement.
                          
<PAGE>                          
                          SCHEDULE 1
                               
                           NEW BANKS
                               

The Bank of New York
The Bank of Nova Scotia
The Bank of Tokyo-Mitsubishi, Ltd
Bayerische Landesbank Girozentrale, London Branch
CIBC Wood Gundy plc
Credit Lyonnais
The Dai-Ichi Kangyo Bank, Limited
Den Danske Bank Aktieselskab
The Fuji Bank, Limited
The Industrial Bank of Japan, Limited
Midland Bank PLC
Rabobank, London Branch
The Royal Bank of Scotland plc
The Sanwa Bank, Limited
Societe Generale
The Toronto-Dominion Bank
Union Bank of California, N.A.
Westdeutche Landesbank Girozentrale London Branch

<PAGE>
                          SCHEDULE 2
                               
                     BANKS AND COMMITMENTS
                               

Banks                                  Facility A   Facility B  Facility C
                                       Commitment   Commitment  Commitment
                                         POUNDS       POUNDS      POUNDS
                                                                     
ABN AMRO Bank N.V.                     40,500,000   12,000,000  10,000,000
Bank of America National Trust and     40,500,000   12,000,000  10,000,000
Savings Association
The Bank of New York                   40,500,000   12,000,000  10,000,000
The Bank of Nova Scotia                40,500,000   12,000,000  10,000,000
The Bank of Tokyo-Mitsubishi, Ltd      40,500,000   12,000,000  10,000,000
and Union Bank of California, N.A.
Bayerische Landesbank Girozentrale,    40,500,000   12,000,000  10,000,000
London Branch
CIBC Wood Gundy plc                    40,500,000   12,000,000  10,000,000
Credit Lyonnais                        40,500,000   12,000,000  10,000,000
The Dai-Ichi Kangyo Bank, Limited      40,500,000   12,000,000  10,000,000
Den Danske Bank Aktieselskab           40,500,000   12,000,000  10,000,000
The Fuji Bank, Limited                 40,500,000   12,000,000  10,000,000
The Industrial Bank of Japan, Limited  40,500,000   12,000,000  10,000,000
Midland Bank PLC                       40,500,000   12,000,000  10,000,000
Rabobank, London Branch                40,500,000   12,000,000  10,000,000
The Royal Bank of Scotland plc         40,500,000   12,000,000  10,000,000
The Sanwa Bank, Limited                40,500,000   12,000,000  10,000,000
Societe Generale                       40,500,000   12,000,000  10,000,000
The Toronto-Dominion Bank              40,500,000   12,000,000  10,000,000
Union Bank of Switzerland              40,500,000   12,000,000  10,000,000
Westdeutche Landesbank   Girozentrale  40,500,000   12,000,000  10,000,000
London Branch
                                       __________   __________  __________
                                                                     
                                       810,000,000 240,000,000  200,000,000
                                       __________   __________  __________
                                                                     

<PAGE>

                          SIGNATORIES


Company

ENTERGY POWER UK PLC

By:  ROBERT J. CUSHMAN


Arrangers and Existing Banks

ABN AMRO BANK N.V.

By:  JUSTIN P. CLIFFE


BANK OF AMERICA INTERNATIONAL LIMITED

By:  WILLIAM M.F. BISHOP


BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION

By:  SANJAY GUPTA


UNION BANK OF SWITZERLAND

By:  FIONA KAPLAN             SEAN MALONE



New Banks

THE BANK OF NEW YORK

By:  MICHAEL MCMORROW


THE BANK OF NOVA SCOTIA

By:  RUSSEL C. HAMER


THE BANK OF TOKYO-MITSUBISHI, LTD

By:  DAVID J. DALLISON


BAYERISCHE LANDESBANK GIROZENTRALE, LONDON BRANCH

By:  SONKE PETERSEN


CIBC WOOD GUNDY plc

By:  SHANNON L. ERNST


CREDIT LYONNAIS

By:  MARGARET STEWART


THE DAI-ICHI KANGYO BANK, LIMITED

By:  COLIN VITTERY


DEN DANSKE BANK AKTIESELSKAB

By:  D. RIMMER
     Power of Attorney


THE FUJI BANK, LIMITED

By:  RICHARD W. ALLEN


THE INDUSTRIAL BANK OF JAPAN, LIMITED

By:  DENIS RAYEL


MIDLAND BANK PLC

By:  ANDREW P. SMITH


RABOBANK, LONDON BRANCH
(COOPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK BA)

By:  PAMELA R. GREEN


THE ROYAL BANK OF SCOTLAND plc

By:  C.L. SALTER


THE SANWA BANK, LIMITED

By:  P.B. LUCAS


SOCIETE GENERALE

By:  MARC BERNARD


THE TORONTO-DOMINION BANK

By:  GRAEME FRANCIS


UNION BANK OF CALIFORNIA, N.A.

By:  DAVID J. DALLISON
     Power of Attorney


WESTDEUTCHE LANDESBANK GIROZENTRALE LONDON BRANCH

By:  POLLY ADAMS




Agent

ABN AMRO BANK N.V.

By:  D. RIMMER





<PAGE>
                               

                                                CONFORMED COPY




                               
                               
                 SECOND SUPPLEMENTAL AGREEMENT



                    DATED 18th March, 1997


                               
              relating to a 1,250,000,000 Pounds Credit
              Agreement dated 17th December, 1996
  (as amended by a Supplemental Agreement dated 6th February,
                             1997)


                              for


                     ENTERGY POWER UK PLC
                               
                               
                          arranged by
                               
                               
                      ABN AMRO BANK N.V.
             BANK OF AMERICA INTERNATIONAL LIMITED
                   UNION BANK OF SWITZERLAND
                               
                               
                             with
                               
                               
                      ABN AMRO BANK N.V.
                               
                           as Agent




                         ALLEN & OVERY
                            London

<PAGE>

THIS AGREEMENT is dated 18th March, 1997 between:

(1)  ENTERGY  POWER  UK  PLC  (Registered  No.  3261188)  (the
     "Company");

(2)  ABN AMRO BANK N.V., BANK OF AMERICA INTERNATIONAL LIMITED
     and  UNION  BANK  OF  SWITZERLAND as arrangers  (in  this
     capacity the "Arrangers");

(3)  THE  BANKS listed in Schedule 1 as the banks party to the
     Credit  Agreement (as defined below) as at  today's  date
     (the "Existing Banks");

(4)  THE  FINANCIAL INSTITUTIONS listed in Schedule 2  as  the
     banks who wish to accede to the Credit Agreement as Banks
     (the "New Banks"); and

(5)  ABN  AMRO  BANK  N.V.  as  agent (in  this  capacity  the
     "Agent").

IT IS AGREED as follows:

1.   INTERPRETATION

1.1  Definitions

     In  this Agreement, unless the contrary intention appears
     or the context otherwise requires:
     
     "Credit Agreement"
          
     means  the Original Credit Agreement as amended  pursuant
     to Clause 4 (Nature of this Agreement) of this Agreement.
     
     "Effective Date"
          
     means 21st March, 1997.

     "Original Credit Agreement"
          
     means  the  Credit  Agreement dated 17th  December,  1996
     between  the  Company, the Arrangers, the Existing  Banks
     and  the  Agent, as amended by the Supplemental Agreement
     dated 6th February, 1997.

1.2     Incorporation    of    Original    Credit    Agreement
interpretations

(a)  Terms  defined  in  the Original Credit Agreement  shall,
     unless  the  contrary intention appears  or  the  context
     otherwise  requires,  have  the  same  meaning  in   this
     Agreement.

(b)  Clauses  1.2  (Construction), 32  (Severability)  and  33
     (Counterparts)  of  the Original Credit  Agreement  shall
     apply  to this Agreement, as though they were set out  in
     full  in  this  Agreement but as  if  references  to  the
     Original   Credit  Agreement  are  to  be  construed   as
     references to this Agreement.
     
2.   CONSENT AND CONFIRMATION

(a)  The  Company, the Arrangers, the Existing Banks  and  the
     Agent  each consent to the New Banks becoming  Banks  and
     confirm  that, except as expressly provided by the  terms
     of  this  Agreement, each of the Finance Documents  shall
     continue in full force and effect.

(b)  This Agreement is the Syndication Agreement.

3.   NOVATION

3.1  Novation   of   Commitments  and   related   rights   and
     obligations
     
     On the Effective Date (regardless of whether a Default is
     then continuing):

     (a)  each  New  Bank will become a Bank under the  Credit
          Agreement  with a Facility A Commitment, Facility  B
          Commitment  and  Facility C Commitment  as  set  out
          opposite its name in Schedule 3;
          
     (b)  each   Existing   Bank's  Facility   A   Commitment,
          Facility  B  Commitment  and Facility  C  Commitment
          shall  be and be deemed to be reduced down  to,  the
          respective  amounts  set out opposite  its  name  in
          Schedule 3; and

     (c)  each  New Bank will automatically obtain and assume,
          and  undertakes  to perform, all of the  rights  and
          obligations of a Bank under and in respect  of  each
          of  the  Finance Documents in respect of the  rights
          and    obligations   transferred   to    it    under
          paragraphs  (a)  and  (b) above, including,  without
          limitation,  its  corresponding  proportion  of  the
          rights  and  obligations of the  Existing  Banks  in
          respect of the current Facility B Loan.
     
3.2  Amounts due on or before the Effective Date

(a)  All  amounts (if any) payable to an Existing Bank by  the
     Borrowers  on  or  before the Effective Date  (including,
     without limitation, all interest and fees payable on  the
     Effective Date) in respect of any period ending prior  to
     the  Effective  Date  shall be for  the  account  of  the
     Existing Banks, and none of the New Banks shall have  any
     interest  in,  or  any  rights in respect  of,  any  such
     amounts.

(b)  If  any  Facility A Loan or Facility C Loan falls  to  be
     made on the Effective Date:

     (i)  the Agent will promptly notify each of the New Banks
          of that fact (and the amount of its participation in
          that   Facility  A  Loan  or  Facility  C  Loan   in
          accordance with sub-paragraph (ii) below); and
     
     (ii) each   Existing  Bank  and  each  New   Bank   shall
          participate  in that Facility A Loan or  Facility  C
          Loan  (subject to the terms of the Credit Agreement)
          as if the novation of the Facility A Commitments and
          the  Facility C Commitments under Clauses 3.1(a) and
          (b)  (Novation of Commitments and related rights and
          obligations)  of  this Agreement  had  taken  effect
          prior  to  opening of business on the  Business  Day
          before the Effective Date,
     
     and  the Company acknowledges that no Existing Bank  will
     be obliged to participate in any such Loan to any greater
     extent.

     (c)  On the Effective Date each New Bank shall pay to the
          Agent  for  the  Existing Banks pro rata  an  amount
          equal to the principal amount of the Facility B Loan
          assumed  by  it  under  Clause 3.1(c)  (Novation  of
          Commitments  and related rights and obligations)  of
          this Agreement.
     
3.3  Administrative details

     Each  New  Bank  has delivered to the Agent  its  initial
     details  for the purposes of Clause 34 (Notices)  of  the
     Credit Agreement.

4.   NATURE OF THIS AGREEMENT

     The  novation  of Commitments and rights and  obligations
     contemplated  by  this Agreement shall  take  effect  (in
     accordance with its terms) as a novation so that:
          
     (a)  Schedule  3  to  this Agreement is  substituted  for
          Schedule  1 to the Credit Agreement on the Effective
          Date; and
     
     (b)  Clause  28.3 (Procedure for novations) of the Credit
          Agreement shall apply to the Commitments, rights and
          obligations transferred, assumed and released  under
          Clause  3.1  (Novation  of Commitments  and  related
          rights and obligations) of this Agreement and to the
          associated rights and obligations under the  Finance
          Documents,  as  if this Agreement  were  a  Novation
          Certificate.

5.   GOVERNING LAW

     This Agreement is governed by English law.

This Agreement has been entered into on the date stated at the
beginning of this Agreement.
                          
                          
<PAGE>                          
                          SCHEDULE 1
                               
                        EXISTING BANKS
                               

ABN AMRO Bank N.V.
Bank of America National Trust and Savings Association
The Bank of New York
The Bank of Nova Scotia
The Bank of Tokyo-Mitsubishi, Ltd
Bayerische Landesbank Girozentrale, London Branch
CIBC Wood Gundy plc
Credit Lyonnais
The Dai-Ichi Kangyo Bank, Limited
Den Danske Bank Aktieselskab
The Fuji Bank, Limited
The Industrial Bank of Japan, Limited
Midland Bank PLC
Rabobank, London Branch
The Royal Bank of Scotland plc
The Sanwa Bank, Limited
Societe Generale
The Toronto-Dominion Bank
Union Bank of California, N.A.
Union Bank of Switzerland
Westdeutsche Landesbank Girozentrale London Branch


<PAGE>
                          SCHEDULE 2
                               
                           NEW BANKS
                               
Bayerische Hypotheken- und Wechsel-Bank AG, London Branch
Barclays Bank PLC
Commonwealth Bank of Australia
Deutsche Bank AG London
Dresdner Bank AG London Branch
Kredietbank NV (London Branch)
National Westminster Bank Plc
The Nikko Bank (UK) plc
The Sakura Bank, Limited
The Sumitomo Bank, Limited


                          SCHEDULE 3
                               
                     BANKS AND COMMITMENTS
                               

Banks                                   Facility A   Facility B  Facility C
                                        Commitment   Commitment  Commitment
                                          POUNDS       POUNDS      POUNDS
                                                                      
ABN AMRO Bank N.V.                      32,400,000   9,600,000    8,000,000
Bank of America National Trust and                                    
Savings Association                     32,400,000   9,600,000    8,000,000
The Bank of New York                    32,400,000   9,600,000    8,000,000
The Bank of Tokyo-Mitsubishi, Ltd  and                                
Union Bank of California, N.A.          32,400,000   9,600,000    8,000,000
Bayerische Landesbank Girozentrale,                                   
London Branch                           32,400,000   9,600,000    8,000,000
CIBC Wood Gundy plc                     32,400,000   9,600,000    8,000,000
The Dai-Ichi Kangyo Bank, Limited       32,400,000   9,600,000    8,000,000
Den Danske Bank Aktieselskab            32,400,000   9,600,000    8,000,000
The Industrial Bank of Japan, Limited   32,400,000   9,600,000    8,000,000
Midland Bank PLC                        32,400,000   9,600,000    8,000,000
Rabobank, London Branch                 32,400,000   9,600,000    8,000,000
The Royal Bank of Scotland plc          32,400,000   9,600,000    8,000,000
The Sanwa Bank, Limited                 32,400,000   9,600,000    8,000,000
Union Bank of Switzerland               32,400,000   9,600,000    8,000,000
Westdeutsche Landesbank  Girozentrale                                 
London Branch                           32,400,000   9,600,000    8,000,000
The Toronto-Dominion Bank               29,160,000   8,640,000    7,200,000
The Bank of Nova Scotia                 25,920,000   7,680,000    6,400,000
Credit Lyonnais                         25,920,000   7,680,000    6,400,000
Societe Generale                        25,920,000   7,680,000    6,400,000
The Fuji Bank, Limited                  22,680,000   6,720,000    5,600,000
Bayerische Hypotheken- und Wechsel-                                   
Bank AG, London Branch                  19,440,000   5,760,000    4,800,000
Barclays Bank PLC                       19,440,000   5,760,000    4,800,000
Commonwealth Bank of Australia          19,440,000   5,760,000    4,800,000
Deutsche Bank AG London                 19,440,000   5,760,000    4,800,000
Dresdner Bank AG London Branch          19,440,000   5,760,000    4,800,000
Kredietbank NV (London Branch)          19,440,000   5,760,000    4,800,000
National Westminster Bank Plc           19,440,000   5,760,000    4,800,000
The Nikko Bank (UK) plc                 19,440,000   5,760,000    4,800,000
The Sakura Bank, Limited                19,440,000   5,760,000    4,800,000
The Sumitomo Bank, Limited              19,440,000   5,760,000    4,800,000
                                        __________   __________  __________
                                                                      
                                        810,000,000 240,000,000  200,000,000
                                        __________   __________  __________
                                                                      

<PAGE>
                          SIGNATORIES


Company

ENTERGY POWER UK PLC

By:  WILLIAM J. REGAN, JR.


Arrangers and Existing Banks

ABN AMRO BANK N.V.

By:  J.P. CLIFFE


BANK OF AMERICA INTERNATIONAL LIMITED

By:  WILLIAM M.F. BISHOP


BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION

By:  WILLIAM M.F. BISHOP


UNION BANK OF SWITZERLAND

By:  N. BURNHAM



Existing Banks

THE BANK OF NEW YORK

By:  MICHAEL McMORROW


THE BANK OF NOVA SCOTIA

By:  RUSSEL C. HAMER


THE BANK OF TOKYO-MITSUBISHI, LTD

By:  DAVID J. DALLISON


Existing Banks (Cont.)

BAYERISCHE LANDESBANK GIROZENTRALE, LONDON BRANCH

By:  MIRIAM SCUKA


CIBC WOOD GUNDY plc

By:  D. RIMMER (Power of Attorney)


CREDIT LYONNAIS

By:  M. STEWART


THE DAI-ICHI KANGYO BANK, LIMITED

By:  D. RIMMER (Power of Attorney)


DEN DANSKE BANK AKTIESELSKAB

By:  D. RIMMER (Power of Attorney)


THE FUJI BANK, LIMITED

By:  P. RICHEY


THE INDUSTRIAL BANK OF JAPAN, LIMITED

By:  ROGER CONCIN


MIDLAND BANK PLC

By:  A.P. SMITH


RABOBANK, LONDON BRANCH
(COOPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK BA)

By:  D. RAWSON           PAMELA R. GREEN


Existing Banks (Cont.)

THE ROYAL BANK OF SCOTLAND plc

By:  D. RIMMER (Power of Attorney)


THE SANWA BANK, LIMITED

By:  M.J. CURRAN


SOCIETE GENERALE

By:  P. FOWLER


THE TORONTO-DOMINION BANK

By:  D. RIMMER (Power of Attorney)


UNION BANK OF CALIFORNIA, N.A.

By:  DAVID J. DALLISON
     


WESTDEUTSCHE LANDESBANK GIROZENTRALE LONDON BRANCH

By:  RHODERICK HENDERSON




New Banks

BAYERISCHE HYPOTHEKEN- UND WECHSEL-BANK AG,
  LONDON BRANCH

By:  JONATHAN BULLOCK         TREVOR PRITCHARD


BARCLAYS BANK PLC

By:  DAVID ALLEN


COMMONWEALTH BANK OF AUSTRALIA

By:  B. PARKER


DEUTSCHE BANK AG LONDON

By:  G. RUTTER                D. BUGGE


DRESDNER BANK AG LONDON BRANCH

By:  H. WOOLDRIDGE            D. BARNES


KREDIETBANK NV (LONDON BRANCH)

By:  N. VAN DOREN


NATIONAL WESTMINSTER BANK Plc

By:  J.P. KASPEREK


THE NIKKO BANK (UK) plc

By:  J.B. SMITH                    M. MOSELING


THE SAKURA BANK, LIMITED

By:  K. ONOE                  M. GILLARD


THE SUMITOMO BANK, LIMITED

By:  D. RIMMER (Power of Attorney)



Agent

ABN AMRO BANK N.V.

By:  D. RIMMER



<PAGE>
                                                CONFORMED COPY





                                
                                
                  THIRD SUPPLEMENTAL AGREEMENT



                      DATED 30th June, 1997


                                
    relating to a 1,250,000,000 Pounds Credit Agreement dated 17th
                         December, 1996
(as amended by a Supplemental Agreement dated 6th February, 1997
   and a Second Supplemental Agreement dated 18th March, 1997)


                               for


                      ENTERGY POWER UK PLC
                                
                                
                           arranged by
                                
                                
                       ABN AMRO BANK N.V.
              BANK OF AMERICA INTERNATIONAL LIMITED
                    UNION BANK OF SWITZERLAND
                                
                                
                              with
                                
                                
                       ABN AMRO BANK N.V.
                                
                            as Agent




                          ALLEN & OVERY
                             London

<PAGE>

THIS AGREEMENT is dated 30th June, 1997 between:

(1)  ENTERGY   POWER   UK  PLC  (Registered  No.  3261188)   (the
     "Company");

(2)  ABN  AMRO  BANK N.V., BANK OF AMERICA INTERNATIONAL  LIMITED
     and UNION BANK OF SWITZERLAND as arrangers (in this capacity
     the "Arrangers"); and

(3)  ABN  AMRO  BANK  N.V. as agent for the Banks  party  to  the
     Original Credit Agreement (in this capacity the "Agent").

IT IS AGREED as follows:

1.   INTERPRETATION

1.1  Definitions

     In  this Agreement, unless the contrary intention appears or
     the context otherwise requires:
     
     "Credit Agreement"
     
     means  the Original Credit Agreement as amended pursuant  to
     Clause  2  (Amendments to the Original Credit Agreement)  of
     this Agreement.
     
     "Original Credit Agreement"
     
     means the Credit Agreement dated 17th December, 1996 between
     the  Company,  the  Arrangers, the Existing  Banks  and  the
     Agent,  as  amended by the Supplemental Agreement dated  6th
     February,  1997  and a Second Supplemental  Agreement  dated
     18th March, 1997.

1.2  Incorporation of Original Credit Agreement interpretations

(a)  Terms defined in the Original Credit Agreement shall, unless
     the  contrary  intention appears or  the  context  otherwise
     requires, have the same meaning in this Agreement.

(b)  Clauses 1.2 (Construction), 27 (Amendments and waivers),  32
     (Severability) and 33 (Counterparts) of the Original  Credit
     Agreement shall apply to this Agreement, as though they were
     set  out  in full in this Agreement but as if references  to
     the  Original  Credit  Agreement  are  to  be  construed  as
     references to this Agreement.
     
2.   AMENDMENTS TO THE ORIGINAL CREDIT AGREEMENT

     The Company has requested that the Finance Parties agree  to
     the  following amendments which differ from the  arrangments
     contemplated by the Original Credit Agreement as follows:-

     (a)  Clause  18.16  (Times  for making  representations  and
          warranties):  the words "(with the exception of  Clause
          18.11  (Information memorandum)" shall be  added  after
          the words "in the case of the Target," in sub-paragraph
          (ii) of paragraph (a) of Clause 18.16 (Times for making
          representations and warranties);
     
     (b)  Clause 19.16 (Lending and borrowing):
     
          (i)  sub-paragraph  (iv)  of paragraph  (b)  of  Clause
               19.16  (Lending and borrowing) shall be renumbered
               sub-paragraph "(v)" and a new paragraph (iv) shall
               be added into as follows:-
     
               "(iv)      cash  deposits made by a member of  the
                    Group   at   a   bank   or  other   financial
                    institution; or"; and
               
          (ii) the  reference to "(iii)" in the new sub-paragraph
               (v) shall be deleted and replaced by "(iv)"; and
     
     (c)  Clause  19.28  (Financial covenants):  a new  paragraph
          (vi) and a new paragraph (vii) shall be added into  the
          definition of "Adjusted Capital and Reserves" in Clause
          19.28 (Financial covenants) as follows:-
     
          "(vi)     plus any amount deducted from reserves or the
               profit  and  loss account in respect  of  goodwill
               arising upon and in respect of the acquisition  of
               the Shares;
          
          (vii)     plus any amount deducted from reserves or the
               profit  and  loss account as a provision  for  the
               future  payment  of  any exceptional,  special  or
               windfall  tax or levy applicable to,  inter  alia,
               privatised  regional electricity  companies  as  a
               whole;;".

3.   REPRESENTATIONS AND WARRANTIES

     The  Company  represents and warrants to each Finance  Party
     that  the  representations and warranties to be repeated  by
     the  Company in accordance with Clause 18.16 (b) (Times  for
     making  representations  and  warranties)  of  the  Original
     Credit  Agreement are true as if made on the  date  of  this
     Agreement  and  as  if  references to  the  Original  Credit
     Agreement were references to this Agreement.
     
4.   AGREEMENT TO AMENDMENTS TO THE ORIGINAL CREDIT AGREEMENT

     Subject to Clauses 3 (Representations and warranties) above,
     each of the parties and the Agent on behalf of the Banks, by
     its   execution   of  this  Agreement,   consents   to   the
     arrangements set out in Clause 2 (Amendments to the Original
     Credit  Agreement) above and agrees that the Original Credit
     Agreement  shall be amended, with effect from  the  date  of
     this  Agreement, in order to enable such arrangements to  be
     effected,  to the intent that any carrying out of  any  such
     arrangements  shall not constitute a breach  of  or  Default
     under  the  Original Credit Agreement or any  other  Finance
     Document.

5.   INCORPORATION

(a)  This Agreement is a Finance Document.

(b)  This Agreement shall be deemed to be incorporated as part of
     the Original Credit Agreement.

(c)  Except  as otherwise provided in this Agreement, the Finance
     Documents remain in full force and effect.

6.   GOVERNING LAW

     This Agreement is governed by English law.

This  Agreement has been entered into on the date stated  at  the
beginning of this Agreement.
                           
                           
<PAGE>                           
                           SIGNATORIES


Company

ENTERGY POWER UK PLC

By:  MICHAEL BEMIS



Arrangers

ABN AMRO BANK N.V.

By:  DUNCAN BAILEY       KARL PAGE


BANK OF AMERICA INTERNATIONAL LIMITED

By:  JOHN LAVERY


UNION BANK OF SWITZERLAND

By:  SEAN MALONE         NICK BURNHAM



Agent

ABN AMRO BANK N.V.

By:  DUNCAN BAILEY       KARL PAGE