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                                                                   EXHIBIT 10.21


CLIFFORD                                           LIMITED LIABILITY PARTNERSHIP
CHANCE

                             YORKSHIRE LINK LIMITED
                                   as Borrower

                                       and

                               ABN AMRO BANK N.V.
                       as Arranger, Issuing Bank and Agent

                     AMENDED AND RESTATED FACILITY AGREEMENT

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                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                                                                PAGE
<S>                                                                                                                   <C>
PART 1 DEFINITIONS AND INTERPRETATIONS.............................................................................      1

1.             DEFINITIONS.........................................................................................      1

PART 2 THE FACILITY................................................................................................     16

2.             THE FACILITY........................................................................................     16

3.             PURPOSE.............................................................................................     17

4.             AVAILABILITY OF THE TRANCHE A BALANCE...............................................................     17

5.             LETTERS OF CREDIT...................................................................................     19

6.             COUNTER-INDEMNITY...................................................................................     20

PART 3 INTEREST....................................................................................................     22

7.             INTEREST............................................................................................     22

8.             ALTERNATIVE INTEREST RATES..........................................................................     23

PART 4 REPAYMENT, CANCELLATION, ILLEGALITY AND PREPAYMENT..........................................................     25

9.             CANCELLATION........................................................................................     25

10.            REPAYMENT...........................................................................................     25

11.            ILLEGALITY..........................................................................................     25

12.            PREPAYMENT..........................................................................................     27

PART 5 CHANGES IN CIRCUMSTANCES....................................................................................     28

13.            TAXES...............................................................................................     28

14.            INCREASED COSTS.....................................................................................     32

PART 6 INFORMATION, FORECASTS AND CASHFLOW.........................................................................     35

15.            FINANCIAL INFORMATION...............................................................................     35

16.            PROJECT BUDGETS.....................................................................................     36
</TABLE>

                                       i

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<TABLE>
<S>                                                                                                                     <C>
17.            PROJECT FORECASTS...................................................................................     37

18.            PROJECT ACCOUNTS AND CASHFLOWS......................................................................     37

PART 7 COVENANTS, REPRESENTATIONS AND EVENTS OF DEFAULT............................................................     38

19.            POSITIVE COVENANTS..................................................................................     38

20.            REPRESENTATIONS BY THE BORROWER.....................................................................     42

21.            NEGATIVE COVENANTS..................................................................................     44

22.            EVENTS OF DEFAULT...................................................................................     49

PART 8 DEFAULT INTEREST AND INDEMNITY..............................................................................     57

23.            DEFAULT INTEREST, INDEMNITY AND RELEASE.............................................................     57

PART 9 PAYMENTS....................................................................................................     59

24.            CURRENCY OF ACCOUNT AND PAYMENT.....................................................................     59

25.            ACCOUNTS, ETC.......................................................................................     59

26.            PAYMENTS............................................................................................     60

27.            REDISTRIBUTION OF PAYMENTS AND SET-OFF..............................................................     61

PART 10 FEES, COSTS AND EXPENSES...................................................................................     63

28.            COMMITMENT COMMISSION, L/C COMMISSION AND OTHER COMPENSATIONS.......................................     63

29.            COSTS AND EXPENSES..................................................................................     64

PART 11 AGENCY PROVISIONS..........................................................................................     66

30.            THE AGENT AND THE FINANCE PARTIES...................................................................     66

PART 12 ASSIGNMENTS AND TRANSFERS..................................................................................     72

31.            BENEFIT OF AGREEMENT, TRANSFER ETC..................................................................     72

PART 13 MISCELLANEOUS..............................................................................................     74

32.            PARTIAL INVALIDITY, WAIVER AND AMENDMENTS...........................................................     74

33.            NOTICES.............................................................................................     74

PART 14 LAW AND JURISDICTION.......................................................................................     75
</TABLE>

                                       ii

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<TABLE>
<S>                                                                                                                   <C>
34.            LAW.................................................................................................     75

35.            JURISDICTION........................................................................................     75

Schedule 1  The Banks..............................................................................................     77

Schedule 2  Form of Letter of Credit...............................................................................     78

Schedule 3  Project Documents......................................................................................     84

Schedule 4  Security Documents.....................................................................................     85

Schedule 5  Transfer Certificate...................................................................................     86

Schedule 6  Additional Costs Rate..................................................................................     90

Schedule 7  Form of Confidentiality Agreement......................................................................     92

Schedule 8  Insurances.............................................................................................     94

Schedule 9  Repayment Schedule.....................................................................................    114

Schedule 10 Form of Utilisation Request............................................................................    116
</TABLE>

                                       iii

<PAGE>

THIS AGREEMENT is made the 26th day of March 1996, amended and restated on 20
October 1997 and further amended and restated on 4 September 2001.

BETWEEN:

(1)   YORKSHIRE LINK LIMITED (the "BORROWER");

(2)   ABN AMRO BANK N.V. ("ABN AMRO") in its capacity separately as arranger
      (the "ARRANGER"), as issuing bank (the "ISSUING BANK") and as agent (the
      "AGENT"); and

(3)   CERTAIN FINANCIAL INSTITUTIONS whose names appear in Schedule 1.

WHEREAS:

(A)   The Secretary of State for Transport (the "SECRETARY OF STATE") has agreed
      to grant to the Borrower, the concession to design, build, finance,
      operate and maintain the M1-Al link road (Lofthouse to Bramham) and
      various related on and off site facilities (the "CONCESSION"), and the
      Borrower has agreed to undertake the same in accordance with the terms of
      the DBFO Contract (the "PROJECT").

(B)   The Original Parties (including the parties hereto as at the Amendment
      Date) entered into this Agreement on the Execution Date to record the
      terms and conditions upon and subject to which the persons that were then
      the Banks agreed to make available to the Borrower certain banking
      facilities to assist the Borrower to finance the Project.

(C)   Pursuant to the Amendment and Restatement Agreement, it was agreed between
      the parties that certain amendments would be made to this Agreement.

NOW IT IS HEREBY AGREED as follows:

                                     PART 1
                         DEFINITIONS AND INTERPRETATIONS

1.    DEFINITIONS

1.1   In this Agreement:

      "ACCOUNT BANK" and "ACCOUNT BANK MANDATE" shall have the meaning given to
      it in the Intercreditor Agreement;

      "ADVANCE" means, subject as hereinafter provided, an advance (as from time
      to time reduced by repayment) made by the Banks under this Agreement prior
      to or after the Amendment Date or under the Amendment and Restatement
      Agreement (and, for the avoidance of doubt, shall include an Advance
      pursuant to Clause 5.2(iii) (Conversion to Tranche B Advance));

      "AFFILIATE" means, with respect to any person, any person that controls,
      is controlled by or is under common control with such person. For the
      purposes of this definition,

                                       1
<PAGE>

      "CONTROL" (including, with correlative meanings, the terms "CONTROLLED BY"
      and "UNDER COMMON CONTROL WITH") as used with respect to any person, shall
      mean the possession, directly or indirectly, of the power to direct or
      cause the direction of the management and policies of such person, whether
      through the ownership of voting securities or by contract or otherwise;

      "AMENDMENT AND RESTATEMENT AGREEMENT" means the Amendment and Restatement
      Agreement to which this Agreement is appended as the Ninth Schedule;

      "AMENDMENT DATE" means the Amendment Date, as defined in the Amendment and
      Restatement Agreement;

      "ANNUAL DEBT SERVICE COVER RATIO" means in respect of any relevant period,
      the ratio of A:B where:

            A is the aggregate amount of (but without double counting and
            provided that cash balances/cash flows shall not be double counted):
            (i) the Cash Flow Available for Debt Service received during such
            relevant period; and (ii) amounts paid during such relevant period
            from monies standing to the credit of the Tax Reserve Account and/or
            the Maintenance Reserve Account; and (iii) the Claims Reserve
            Surplus released in accordance with and as defined in clause 11.5 of
            the Intercreditor Agreement; But deducting from the foregoing
            aggregate amount any amounts credited or due to be credited to the
            Tax Reserve Account and/or the Maintenance Reserve Account during
            such relevant period; and

            B is the aggregate amount of (but without double counting any
            amount): (i) interest, fees, commission, costs and other amounts
            under the Facility and the EIB Facility and the Senior Guarantee
            Agreement (and under any other financial indebtedness ranking, under
            the terms of the Intercreditor Agreement, pari passu therewith)
            which fall due during such relevant period but deducting from
            interest due under the Facility hedging receipts under the relevant
            Hedging Contracts (after taking account of any required netting
            thereunder); (ii) hedging payments which fall due during such
            relevant period under any Hedging Contract (after taking account of
            any required netting thereunder); and (iii) principal repayments
            which fall due under this Agreement and under the EIB Facility
            Agreement (and any other financial indebtedness ranking, under the
            terms of the Intercreditor Agreement, pari passu therewith) during
            such relevant period but ignoring any amounts payable in respect of
            Refinancing Expenses;

      "ANNUAL RECONCILIATION ACCOUNT" means the account to be opened and
      maintained pursuant to Clause 10 of the Intercreditor Agreement;

      "APPLICABLE MARGIN" means in relation to any day:

      (a)   from (and including) the Amendment Date, and up to (but excluding)
            the date which is 5 years thereafter, 0.75% per annum;

                                       2
<PAGE>

      (b)   from (and including) the date falling 5 years after the Amendment
            Date, and up to (but excluding) the date which is 19 years after the
            Amendment Date, 0.80% per annum; and

      (c)   thereafter, 0.90% per annum;

      "ASSUMPTIONS" shall have the meaning given to it in the Intercreditor
      Agreement;

      "AUTHORISED INVESTMENT" shall have the meaning given to it in the
      Intercreditor Agreement;

      "AUTHORISED SIGNATORY" means, in relation to the Borrower and any
      communication to be made, or any document to be executed or certified by
      the Borrower at any time, any person who is duly authorised at such time,
      by or pursuant to board resolutions of the Borrower or in such other
      manner as may be reasonably acceptable to the Agent, to make such
      communication, or to execute or certify such document on behalf of the
      Borrower;

      "AVAILABILITY PERIOD" means, in relation to the Tranche A Balance, the
      period beginning on the earliest of:

      (a)   the date which is six months after the Launch of Primary
            Syndication; or

      (b)   the date which is nine months after the Amendment Date; or

      (c)   the occurrence of a successful Primary Syndication or such earlier
            date agreed to by ABN AMRO in writing in circumstances where ABN
            AMRO reasonably considers (and taking due interest of the commercial
            interests of the Borrower) that a drawing under the Tranche A
            Balance will be required to achieve a Successful Primary
            Syndication;

      and ending on the third anniversary of the Amendment Date;

      "AVAILABLE TRANCHE A BALANCE" means the Tranche A Balance available to be
      drawn from time to time during the Availability Period, as calculated in
      accordance with Clause 4.3;

      "BANK" means, at any time, each of the Banks listed in Schedule 1 and each
      Transferee, successor or assignee of a Bank which has rights and/or
      obligations hereunder at such time;

      "BASE CASE" means the base case financial model produced by the Borrower
      and approved by the Arranger and EIB as at the Amendment Date;

      "BANK LOAN LIFE COVER RATIO" means the Bank Loan Life Cover Ratio as
      defined in the Intercreditor Agreement;

      "CASH COLLATERAL ACCOUNT" means the account to be opened in accordance
      with Clause 11.1 (Liabilities under Letter of Credit);

                                       3
<PAGE>

      "CASH FLOW AVAILABLE FOR DEBT SERVICE" means, in respect of any relevant
      period, the aggregate of (i) DBFO Payments received in such relevant
      period; (ii) any insurance for loss of revenue and liquidated damages
      received in such relevant period; (iii) interest received in such period
      on cash deposits and (iv) income received in such relevant period from
      Authorised Investments; But deducting from the aggregate of the foregoing
      (a) those amounts which have been credited or fell due to be credited to
      the Annual Reconciliation Account in such relevant period; and (b)
      Permitted Payments made or which fell due to be paid in such relevant
      period other than Refinancing Expenses;

      "CLAIMS RESERVE ACCOUNT" means the account opened pursuant to the
      Amendment and Restatement Agreement and further described in Clause 11 of
      the Intercreditor Agreement;

      "COMMERCIAL SUBORDINATED FINANCIER" means Macquarie Infrastructure (UK)
      Limited and Balfour Beatty Plc in their capacities as providers of funds
      under the Commercial Subordinated Loan Agreement;

      "COMMERCIAL SUBORDINATED LOAN AGREEMENT" means the agreement dated the
      Execution Date made between the Borrower and 3i Group Plc, whereby 3i
      Group Plc agreed to make certain facilities available to the Borrower on
      the terms set out therein, the rights and obligations of 3i Group Plc
      having been transferred by 3i Group Plc to Macquarie Infrastructure (UK)
      Limited and Balfour Beatty Plc on or before the Amendment Date;

      "COMPANY ACCOUNT" means the account opened and maintained pursuant to
      Clause 10 of the Intercreditor Agreement;

      "COMPENSATION ACCOUNT" means the account opened and maintained pursuant to
      Clause 10 of the Intercreditor Agreement;

      "CONSTRUCTION CONTRACT" means the construction contract dated 26 March
      1996 made between the Borrower and the Contractor for the design and
      construction of the Project;

      "CONTRACTOR" means the unincorporated joint venture comprising each of
      Skanska Cementation UK Limited (formerly, Kvaerner Construction Limited)
      and Balfour Beatty Civil Engineering Limited;

      "DBFO COMPENSATION" means any payments made by the Secretary of State
      under Clauses 40.3 and/or 40.4 and/or 40.6 of the DBFO Contract;

      "DBFO CONTRACT" means the contract dated 26 March 1996 made between the
      Borrower and the Secretary of State whereby the Secretary of State granted
      the Concession to the Borrower;

      "DBFO PAYMENTS" means those payments to be made by the Secretary of State
      to the Borrower pursuant to the DBFO Contract (excluding DBFO
      Compensation);

                                       4
<PAGE>

      "DEBENTURE" means the fixed and floating charge debenture dated 26 March
      1996 granted by the Borrower to the Security Trustee referred to in
      paragraph 1 of Schedule 4;

      "DEBT SERVICE RESERVE ACCOUNT" means the account opened and maintained
      pursuant to Clause 10 of the Intercreditor Agreement;

      "DIRECT AGREEMENT" means the agreement dated 26 March 1996 and made
      between Lloyds Bank plc as Agent, the Secretary of State and the Borrower;

      "DISTRIBUTIONS" shall bear the meaning given to it the Intercreditor
      Agreement;

      "DMG" means Morgan Grenfell & Co. Limited;

      "EIB" means European Investment Bank;

      "EIB ANNUAL DEBT SERVICE COVER RATIO" shall bear the meaning given to it
      in the EIB Facility Agreement;

      "EIB FACILITY" means the loan facility provided by EIB to the Borrower
      pursuant to the EIB Facility Agreement;

      "EIB FACILITY AGREEMENT" means the agreement dated 26 March 1996 made
      between EIB and the Borrower relating to a loan of (pound)90,000,000 to be
      made by EIB to the Borrower (subject to the terms and conditions thereof);

      "EIB FORECAST ANNUAL DEBT SERVICE COVER RATIO" shall bear the meaning
      given to it in the EIB Facility Agreement;

      "EIB/ISSUER CASH COLLATERAL ACCOUNT" means the account to be opened and
      maintained in accordance with Clause 11.3 (Loss of Qualifying Issuer
      Status);

      "EIB LOAN LIFE COVER RATIO" shall bear the meaning given to it in the EIB
      Facility Agreement;

      "EVENT OF DEFAULT" means any of those events mentioned in Clause 22
      (Events of Default);

      "EXECUTION DATE" means 26 March 1996;

      "FACILITY" means the Tranche A Facility and the Tranche B Facility or, as
      the context may require, either one of them;

      "FINAL REPAYMENT DATE" means 31 March 2024;

      "FINANCE DOCUMENTS" means each of this Agreement, the EIB Facility
      Agreement, the Hedging Contracts (for the purposes of Part 7 only), each
      Security Document and the Intercreditor Agreement and "FINANCE DOCUMENT"
      shall mean any one of them;

                                       5
<PAGE>

      "FINANCE PARTIES" means the Arranger, the Issuing Bank, the Agent and each
      Bank and "FINANCE PARTY" shall mean any one of them;

      "FINANCIAL MODEL" means a computer programme produced by the Borrower in
      the spreadsheet format agreed between the Borrower, the Arranger and EIB
      designed for use in calculating, projecting and estimating the past and
      future revenue and expenditure of the Borrower in respect of the Project
      by application of given values to certain specified assumptions;

      "FINANCIERS" shall have the meaning given to it in the Intercreditor
      Agreement;

      "FINANCIER DOCUMENTS" shall have the same meaning given to "FINANCE
      DOCUMENTS" in the Intercreditor Agreement;

      "FIRST REPAYMENT DATE" means 30 September 2001;

      "FORECAST ANNUAL DEBT SERVICE COVER RATIO" means, on any relevant date and
      in respect of any relevant period, the ratio of A:B where:

            A is the aggregate amount of (but without double counting and
            provided that cash balances/cash flows shall not be double counted):
            (i) the Forecast Cash Flow Available for Debt Service; and (ii)
            amounts forecast to be paid during such relevant period from monies
            standing to the credit of the Tax Reserve Account and/or the
            Maintenance Reserve Account; and (iii) the Claims Reserve Surplus
            forecast to be released in accordance with and as defined in Clause
            11.5 of the Intercreditor Agreement at the beginning of such
            relevant period; But deducting from the foregoing aggregate amount
            any amounts forecast to be credited to the Tax Reserve Account
            and/or the Maintenance Reserve Account during such relevant period;
            and

            B is the aggregate amount of (but without double counting any
            amount): (i) interest, fees, commission, costs and other amounts
            under the Facility and the EIB Facility and the Senior Guarantee
            Agreement (and any other financial indebtedness ranking under the
            terms of the Intercreditor Agreement pari passu therewith) falling
            due during the relevant period but deducting from interest due under
            the Facility hedging receipts under the relevant Hedging Contracts
            (after taking account of any required netting thereunder); (ii)
            hedging payments falling due for payment during such relevant period
            under any Hedging Contract (after taking account of any required
            netting thereunder; and (iii) principal repayments falling due under
            this Agreement and the EIB Facility Agreement (and any other
            financial indebtedness ranking under the terms of the Intercreditor
            Agreement pari passu therewith) during such relevant period other
            than Refinancing Expenses;

      "FORECAST CASH FLOW AVAILABLE FOR DEBT SERVICE" means, in respect of any
      relevant period, the aggregate of: (i) DBFO Payments scheduled to be
      received in such relevant period; (ii) any insurance for loss of revenue
      and liquidated damages forecast to be received in such relevant period or,
      if the relevant period is greater than twelve months,

                                       6
<PAGE>

      in the first twelve months of such relevant period; and (iii) interest
      forecast to be received on cash deposits in such relevant period; and (iv)
      income forecast to be received on Authorised Investments in such relevant
      period; But deducting from the aggregate of the foregoing (a) those
      amounts which are forecast to be credited to the Annual Reconciliation
      Account in such relevant period; and (b) Permitted Payments falling due in
      such relevant period other than Refinancing Expenses;

      "HEDGE PAYMENT DATE" means each of the dates on which payments fall due to
      be made under the Hedging Contracts;

      "HEDGED PORTION" means at any time that proportionate part of the Loan
      which is hedged pursuant to the Hedging Contracts, apportioning such
      unhedged part pro rata between outstanding Advances under Tranche A and
      Tranche B;

      "HEDGING CONTRACTS" means the hedging contracts dated 26 March 1996 made
      between the Borrower and ABN AMRO, Credit Suisse, The Dai-Ichi Kangyo
      Bank, Ltd. and National Westminster Bank Plc, including all confirmations
      thereunder and the hedging contract dated 4 September 2001 between the
      Borrower and ABN AMRO;

      "INFORMATION MEMORANDUM" means the information memorandum to be prepared
      on or after the Amendment Date (based on information supplied by the
      Borrower) in connection with the Project;

      "INSURANCE ADVISER" means Willis Corroon or such other person as the Agent
      and the Borrower shall from time to time approve as such;

      "INSURANCES" means each of the contracts for insurance required under
      Schedule 8 and entered into by or on behalf of the Borrower and any other
      contracts or policies of insurance taken out by the Borrower from time to
      time relating to the Project and/or the Site;

      "INTERCREDITOR AGENT" shall have the meaning given to it in the
      Intercreditor Agreement;

      "INTERCREDITOR AGREEMENT" means the intercreditor agreement dated 26 March
      1996 made between the Borrower, the Agent, the Banks, EIB and others;

      "INTEREST PAYMENT DATE" means the last day of each Interest Period (or, if
      any such date is not a business day, the next following business day
      unless that day falls in the calendar month succeeding that in which it
      would otherwise have ended in which case it shall end on the preceding
      business day);

      "INTEREST PERIOD" in relation to any Advance or Unpaid Sum means each of
      those periods referred to in Clause 7.1 (Interest Periods) or, as the case
      may be, Clause 23.1 (Default Interest);

      "LAUNCH OF PRIMARY SYNDICATION" means the date (as notified by ABN AMRO to
      the Borrower) on which the website prepared by ABN AMRO in relation to
      Primary

                                       7
<PAGE>

      Syndication is able to be accessed by institutions wishing to participate
      in Primary Syndication;

      "LENDING OFFICE", in relation to a Bank, means the UK office located at
      the address identified with its signature below or, as the case may be, in
      a Transfer Certificate to which it is party as Transferee, or such other
      UK office as it may from time to time select;

      "LETTER OF CREDIT" means an irrevocable documentary letter of credit in,
      or substantially in, the form set out in Schedule 2 with such amendments
      thereto as EIB and the Majority Banks may agree (or, if such amendments
      may increase the amount payable by the Borrower pursuant to Clause 6
      (Counter-Indemnity), as EIB, the Banks and the Borrower may agree);

      "LIBOR" means:

      (a)   the rate per annum which appears on Page LIBOR 01 on the Reuters
            Screen; or

      (b)   if no such rate appears on the Reuters Screen, the arithmetic mean
            (rounded upward to 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 applicable date upon which the rate is to be
      fixed for the offering of deposits in the currency of the relevant Loan
      for a period comparable to the relevant Interest Period, and in this
      definition "Page LIBOR 01" means the display designated as Page LIBOR 01
      on the Reuters Screen (or such other pages as may replace Page LIBOR 01)
      on that service or such other service as may be nominated by the British
      Bankers' Association as the information vendor for the purposes of
      displaying British Bankers' Association Interest Settlement Rates for
      deposits in Sterling;

      "LOAN" means the aggregate principal amount of the Facility advanced by
      the Banks to the Borrower and for the time being outstanding hereunder
      including any Advance under Clause 5.2(iii) (Conversion to Tranche B
      Advance);

      "MAINTENANCE RESERVE ACCOUNT" means the account opened and maintained
      pursuant to Clause 10 of the Intercreditor Agreement;

      "MAJORITY BANKS" means a group of Banks to whom in aggregate more than 66%
      per cent. of the total Outstandings are (or, immediately before their
      repayment, were) owed or to whom in aggregate more than 66% per cent. of
      the total Outstandings of those Banks who do give instructions to the
      Agent within the period specified by the Agent are (or, immediately before
      their repayment, were) owed Provided that the period specified by the
      Agent shall, if not already specified in this Agreement, be not less than:

      (a)   in the case of any decision under Clause 22, fifteen business days
            from the notification date; and

                                       8
<PAGE>

      (b)   in the case of any consent required under this Agreement, five
            business days from the notification date;

      where the notification date is the date the Agent gives notice to the
      Banks requesting instructions or, if later, the date the Agent supplies
      the information (if any) which the notice states the Agent intends to
      supply;

      "MANDATORY COSTS RATE" means, in relation to any Advance or Unpaid Sum,
      the rate determined in accordance with Schedule 6;

      "MATERIAL ADVERSE EFFECT" means the happening of any event which is
      reasonably likely to have a material adverse effect on the Borrower's
      ability to perform or comply with its obligations under any of the
      Relevant Documents;

      "OPERATING ACCOUNT" means the account opened and maintained pursuant to
      Clause 10 of the Intercreditor Agreement;

      "OPERATING ACCOUNT SUB-ACCOUNT" shall have the meaning given to it in the
      Amendment and Restatement Agreement;

      "ORIGINAL PARTIES" means the parties to this Agreement as at the Execution
      Date;

      "OUTSTANDINGS", in relation to a Bank on any day means, subject as
      hereinafter provided, the aggregate of its Tranche A Outstandings and its
      Tranche B Outstandings on such day;

      "PART 1 LIABILITIES" shall have the meaning given to it in the
      Intercreditor Agreement;

      "PAYMENT DATE" means each Repayment Date and each Interest Payment Date;

      "PERMITTED PAYMENTS" means those costs approved in the Project Budget from
      time to time which comprise (excluding 50% of those payments due under the
      Technical Services Agreement and payments due to any of the Financiers
      under the Financier Documents):

      (i)   legal, accounting, merchant bank and other professional fees, and
            fees payable to the Agent, Security Trustee, the Intercreditor
            Agent, the Arranger and the Issuing Bank under the Finance
            Documents;

      (ii)  all costs incurred in relation to obtaining any necessary consent;
            and

      (iii) any VAT in respect of the above;

      (iv)  payments due under the Project Documents (other than the
            Shareholders Agreement);

      (v)   operation and maintenance costs (including permitted capital
            expenditure under the DBFO Contract);

      (vi)  insurance premiums;

                                       9
<PAGE>

      (vii)    taxes;

      (viii)   other miscellaneous expenditure (including, without limitation,
               payments under hire purchase contracts) approved in the Project
               Budget;

      (ix)     payments to be made in respect of the Part I Liabilities after
               all amounts standing to the credit of the Claims Reserve Account
               have been reduced to zero; and

      (x)      Refinancing Expenses, but only to the extent that such
               Refinancing Expenses are paid from the Operating Account
               Sub-Account;

      "PORTION" bears the meaning ascribed thereto in Clause 5.1 (Liability);

      "POTENTIAL EVENT OF DEFAULT" means any event which would or is reasonably
      likely to become (with the passage of time, the giving of notice, the
      making of any determination hereunder or any combination thereof) an Event
      of Default;

      "PRIMARY SYNDICATION" means the syndication of the Facility;

      "PROJECT ACCOUNTS" shall have the meaning given to it in the Intercreditor
      Agreement;

      "PROJECT BUDGET" means each budget prepared by the Borrower and delivered
      to the Agent pursuant to Clause 16 (Project Budgets) as the same is agreed
      pursuant to Clause 16.3 (Agreement of Project Budget);

      "PROJECT DOCUMENTS" means the documents listed in Schedule 3 and any
      document hereafter entered into by the Borrower in connection with the
      carrying out of its rights and obligations under the DBFO Contract in
      relation to the Project designated as a Project Document by the Agent and
      the Borrower (any such designation by the Borrower not to be unreasonably
      withheld or delayed), and "PROJECT DOCUMENT" shall mean any one of such
      documents;

      "PROJECT FORECAST" means a forecast from time to time prepared by the
      Borrower in accordance with Clause 19 of the Intercreditor Agreement
      utilising the Financial Model and delivered to the Agent in accordance
      with such Clause 19;

      "PROMOTERS" means each of Macquarie European Infrastructure Plc and
      Balfour Beatty plc;

      "QUALIFYING ISSUER" shall have the meaning given to it in the EIB Facility
      Agreement;

      "QUALIFYING LENDER" shall have the meaning given to it in Clause 13.12
      (Additional Definitions);

      "QUOTATION DATE" means, in relation to any Interest Period, except as
      otherwise agreed, the day on which quotations would ordinarily be given by
      prime banks in the London Interbank Market for deposits in sterling for
      delivery on the first day of that Interest Period or, if there are two or
      more such days, whichever is the latest;

                                       10
<PAGE>

      "REFERENCE BANK" means the principal London offices of the Agent and The
      Royal Bank of Scotland plc or any other or substitute reference banks from
      time to time agreed between the Agent and the Borrower;

      "REFINANCING EXPENSES" means those amounts detailed in the Refinancing
      Expenses Letter;

      "REFINANCING EXPENSES LETTER" shall have the meaning given to it in the
      Amendment and Restatement Agreement;

      "RELEVANT DOCUMENTS" means the Finance Documents, and the Project
      Documents and "RELEVANT DOCUMENT" shall mean any one of such documents;

      "RELEVANT GROUP COMPANY" means each of Balfour Beatty Civil Engineering
      Limited and Balfour Beatty plc;

      "REPAYMENT DATE" means the First Repayment Date and the last day of each
      consecutive six month period thereafter and the Final Repayment Date (or,
      if any such date is not a business day, the next following business day
      unless that day falls in the calendar month succeeding that in which it
      would otherwise have ended in which case it shall end on the preceding
      business day);

      "RPI" shall have the meaning given to it in the Intercreditor Agreement;

      "SECURITY DOCUMENTS" means the documents listed in Schedule 4 and
      "SECURITY DOCUMENT" shall mean any one of such documents;

      "SECURITY TRUST DEED" means the security trust agreement dated 26 March
      1996 referred to in paragraph 3 of Schedule 4;

      "SECURITY TRUSTEE" means ABN AMRO;

      "SENIOR GUARANTEE AGREEMENT" means the agreement made between the European
      Investment Fund and the Borrower dated 26 March 1996;

      "SHARE MORTGAGE" means the share mortgage (incorporating floating charge)
      referred to in paragraph 2 of Schedule 4;

      "SHAREHOLDERS AGREEMENT" means the shareholders agreement dated 26 March
      1996 and made between the Borrower, YLHL, DMG, Kvaerner plc, Kvaerner
      Corporate Development Ltd and BICC plc;

      "SUBORDINATED LOAN" means the principal amounts outstanding under the
      Commercial Subordinated Loan Agreement;

      "SUCCESSFUL PRIMARY SYNDICATION" means, if as a result of receipt of
      unconditional binding commitments from other financiers during Primary
      Syndication, ABN AMRO's

                                       11
<PAGE>

      hold position in respect of the Facility is equal to or less than an
      amount as may be agreed between ABN AMRO and the Borrower in writing;

      "TAX RESERVE ACCOUNT" means the account to be opened and maintained
      pursuant to Clause 10 of the Intercreditor Agreement;

      "TECHNICAL ADVISER" means Owen Williams Limited or such other person as
      the Agent shall from time to time select;

      "TECHNICAL SERVICES AGREEMENT" means the agreement referred to in
      paragraph 3 of Schedule 3;

      "3i" means 3i Group plc;

      "TOTAL TRANCHE A FACILITY" means the total amount of the Tranche A
      Facility, being the sum of (pound)235,128,693.62;

      "TRAFFIC ADVISER" means Maunsell Ltd or such other person as the Agent and
      the Borrower shall from time to time approve as such;

      "TRANCHE" means either the Tranche A Facility or the Tranche B Facility,
      as the context may require;

      "TRANCHE A BALANCE" means that amount of the Tranche A Facility not drawn
      prior to or on the Amendment Date;

      "TRANCHE A FACILITY" means the floating rate sterling loan facility
      granted to the Borrower pursuant to Clause 2.1(i) (also referred to as
      "TRANCHE A");

      "TRANCHE A OUTSTANDINGS", in relation to a Bank on any day means, subject
      as herein provided, the aggregate on such day of an amount equal to its
      participation in each outstanding Advance made under the Tranche A
      Facility which, for the avoidance of doubt, shall include its
      participation in each Utilisation;

      "TRANCHE B FACILITY" means the letter of credit facility granted to the
      Borrower pursuant to Clause 2.1(ii) (also referred to as "TRANCHE B");

      "TRANCHE B OUTSTANDINGS", in relation to a Bank on any day means, subject
      as herein provided, the aggregate of (i) its maximum actual and contingent
      liability under any Letter of Credit issued hereunder and (ii) the
      aggregate on such day of its participation in each Advance made under the
      Tranche B Facility pursuant to Clause 5.2(iii);

      "TRANSFER CERTIFICATE" means a certificate in the form set out in Schedule
      5 signed by a Bank and a Transferee;

      "TRANSFEREE" means a bank or other financial institution to which a Bank
      seeks to transfer the whole or any part of its rights and obligations
      hereunder in accordance with Clause 31.3 (Transfer by Banks);

                                       12
<PAGE>

      "UNHEDGED PORTION" means at any time that proportionate part of the Loan
      which is not the Hedged Portion;

      "UNPAID SUM" means the balance from time to time outstanding of any sum
      due and payable by the Borrower hereunder which is not paid on the due
      date in accordance with the provisions hereof;

      "UPSTREAM LOAN AGREEMENT" shall have the meaning given to it in the
      Amendment and Restatement Agreement;

      "UTILISATION" means any Advance made under the Tranche A Facility from the
      Available Tranche A Balance;

      "UTILISATION DATE" in respect of any Utilisation means the date stated to
      be the Date for Drawdown in the Utilisation Request in respect of such
      Utilisation;

      "UTILISATION REQUEST" means a request from the Borrower to the Agent in
      the form appended hereto as Schedule 10, signed by an Authorised Signatory
      and requesting the making of an Advance under the Tranche A Facility; and

      "YLHL" means Yorkshire Link (Holdings) Limited (Company No. 3059235).

1.2   In this Agreement, the following terms shall have the meanings given to
      them in the DBFO Contract:

      "ADDITIONAL WORKS"; "ADJACENT AREAS"; "ALTERNATIVE PROPOSAL";
      "COMPENSATION EVENT"; "COMPLETION CERTIFICATE"; "DBFO CO'S WORKS CHANGE";
      "DEPARTMENT'S CHANGE IN SPECIFICATION"; "DEPARTMENT'S WORKS CHANGE";
      "DELAY EVENT"; "ELIGIBLE CHANGE"; "GOOD INDUSTRY PRACTICE"; "IMPROVEMENT";
      "LATENT DEFECT"; "LEASE"; "PENALTY POINTS"; "PERMIT TO USE"; "PROJECT
      ROAD"; "RETENTION ACCOUNT"; "SAFETY IMPROVEMENT"; "SECTION", "SITE";
      "SUBSEQUENT SCHEME"; "TERMINATION ACCOUNTS"; "TERMINATION EVENT"; "WARNING
      NOTICE"; "WORKS PROGRAMME"; and "WORKS";

1.3   In this Agreement, the following terms shall have the meanings given to
      them in the Construction Contract:

      "CERTIFICATE"; "DESIGNER"; "DISPUTE RESOLUTION"; "PROCEDURE"; "EMPLOYER";
      "EMPLOYER'S AGENT"; "FORCE MAJEURE"; and "INDEPENDENT ENGINEER".

1.4   INTERPRETATION

      Any reference in this Agreement to:

      a document being "IN THE AGREED FORM" shall be construed as a reference to
      such document having been initialled for the purposes hereof on behalf of
      the Agent and the Borrower, together with any changes thereto approved by
      the Agent;

                                       13
<PAGE>

      a "BUSINESS DAY" shall be construed as a reference to a day on which banks
      are open for business of the kind contemplated in this Agreement in
      London;

      a time of day is a reference to London time;

      an "ENCUMBRANCE" shall be construed as a reference to a mortgage, charge,
      pledge, lien or other encumbrance or security interest of any kind
      whatsoever securing any obligation of any person or any other type of
      preferential arrangement (including, without limitation, title transfer
      and retention arrangements) having a similar effect;

      "FINANCIAL INDEBTEDNESS" shall be construed as a reference to any
      indebtedness in respect of loans, overdrafts, acceptances, indemnities (in
      respect of letters of credit, bonds, guarantees, documentary credits or
      similar), the extension of credit, finance leasing transactions, deferred
      purchase arrangements (other than trade credits in the ordinary course of
      business), commercial paper, bonds, debentures, notes, loan stock or any
      financial obligation arising out of any financial instrument similar in
      form or effect to any of the foregoing, and any guarantees and indemnities
      in respect of the foregoing;

      "FINANCIAL YEAR" means each twelve month period ending on 31 March;

      "GUARANTEED" or "GUARANTEE" shall include supported by way of letter of
      credit as well as supported by way of guarantee;

      "INDEBTEDNESS" shall be construed so as to include any obligation (whether
      incurred as principal or as surety) for the payment or repayment of money,
      whether present or future, actual or contingent;

      "MONTH" means a calendar month, provided that where payments are to be
      made on any day which is not a Business Day then such payments shall be
      made on the immediately succeeding Business Day unless such day falls
      within another month, in which case such payments shall be made on the
      immediately preceding Business Day;

      a "PERSON" shall be construed as a reference to any person, firm, company,
      corporation, government, state or agency of a state, or any association or
      partnership (whether or not having separate legal personality) of two or
      more of the foregoing;

      "SUCCESSOR" in relation to a party means an assignee of or successor in
      title to such party or any person who, under the laws of its jurisdiction
      of incorporation or domicile, has assumed the rights and obligations of
      such party hereunder or to which under such laws the same has been
      transferred;

      "TAX" shall be construed so as to include any present or future tax, levy,
      impost, assessment, withholding, deduction, duty or other charge of a
      similar nature (including without limitation any penalty payable in
      connection with any failure to pay or any delay in paying any of the
      same); and

      a "CLAUSE", a "RECITAL" or a "SCHEDULE" is, unless otherwise stated, a
      reference to a clause hereof or a recital or schedule hereto.

                                       14
<PAGE>

1.5   In this Agreement "(POUND)" and "STERLING" denotes lawful currency of the
      United Kingdom.

1.6   References in this Agreement to the Agent, an Arranger, the Security
      Trustee, the Issuing Bank, EIB, EIF, the Senior Subordinated Lender, the
      Commercial Subordinated Financier, a Promoter or any Bank shall be
      construed so as to include its respective successors, replacements and
      permitted Transferees and assigns.

1.7   Any reference in this Agreement to this Agreement, another agreement or
      any other document shall be construed as a reference to this Agreement or
      that other agreement or document as the same may have been, or may from
      time to time be, amended, varied, supplemented or novated.

1.8   Clause and Schedule headings are for ease of reference only.

1.9   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT

      A person who is not a party to this Agreement has no right under the
      Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

1.10  CHANGE OF CURRENCY

      If a change in any currency of a country occurs, this Agreement will, to
      the extent the Agent (acting reasonably and after consultation with the
      Borrower) specifies to be necessary, be amended to comply with any
      generally accepted conventions and market practice in London and otherwise
      to reflect the change in currency.

                                       15
<PAGE>

                                     PART 2
                                  THE FACILITY

2.    THE FACILITY

2.1   GRANT OF THE FACILITY

      The Banks, pursuant to the terms of this Agreement prior to the Amendment
      Date and pursuant to the terms of the Amendment and Restatement Agreement,
      have granted to the Borrower, upon the terms and subject to the conditions
      hereof, a floating rate sterling facility in the aggregate principal
      amount of (pound)282,588,000, divided into two sub-facilities on and from
      the Amendment Date as follows:

      (i)   TRANCHE A

            Tranche A comprising (pound)235,128,693.62 in aggregate:

            (a)   which has been drawn down in part by the Borrower by way of
                  cash advances prior to or on the Amendment Date in accordance
                  with the terms of this Agreement and in accordance with the
                  terms of the Amendment and Restatement Agreement; and

            (b)   the balance of which constitutes the Tranche A Balance and
                  which shall be available to the Borrower in accordance with
                  Clause 4 of this Agreement.

      (ii)  TRANCHE B

            Tranche B comprising (pound)47,459,306.38 in aggregate which has
            been drawn down by the Borrower by way of the issue of Letters of
            Credit by the Issuing Bank on behalf of the Banks to EIB in relation
            to the EIB Facility in accordance with the terms of this Agreement
            prior to the Amendment Date and in accordance with the terms of the
            Amendment and Restatement Agreement.

2.2   BANKS' OBLIGATIONS SEVERAL

      The obligations of the Banks hereunder are several. The failure of a Bank
      to perform its obligations hereunder shall not affect the obligations of
      the Borrower towards the Agent or any other Bank; neither the Agent nor
      any other Bank shall be liable for the failure of such Bank to perform its
      obligations hereunder, nor shall such failure release any other Bank from
      performing its obligations hereunder upon the terms and subject to the
      conditions hereof. If any Bank fails to perform its obligations hereunder,
      the Agent and such Bank shall (without any liability on its part to take
      over any or all of such Bank's commitment or obligations hereunder) use
      its reasonable efforts for a period of up to 28 days to replace such Bank
      with another Qualifying Issuer willing to perform such Bank's obligations
      hereunder.

                                       16
<PAGE>

3.    PURPOSE

3.1   PURPOSE OF UTILISATIONS

      The Borrower shall in accordance with the other terms hereof apply the
      proceeds of all Advances drawn under the Tranche A Balance for the
      purposes of funding the Company Account in accordance with the
      Intercreditor Agreement and for the purposes contemplated in Clauses 4.2
      and 22.27(ii)(3) of this Agreement.

3.2   NO RESPONSIBILITY

      No Finance Party shall be obliged to concern itself with the application
      of amounts raised by the Borrower hereunder.

3.3   BORROWER'S OBLIGATIONS

      For the avoidance of doubt, the obligations of the Borrower under this
      Agreement are in no way conditional upon the performance or observance of
      the terms of any of the Construction Contract, the DBFO Contract, the
      Technical Services Agreement or any other Project Document or any
      provision thereof respectively by any party thereto and will not be
      affected or discharged by any matter affecting any of the Construction
      Contract, the DBFO Contract, the Technical Services Agreement or any other
      Project Document including, without limitation, its performance,
      non-performance, frustration or invalidity or the destruction,
      non-completion or non-functioning of any of the goods and services to be
      supplied thereunder.

4.    AVAILABILITY OF THE TRANCHE A BALANCE

4.1   CONDITIONS PRECEDENT TO EACH UTILISATION

      It is a condition precedent to the making of each Utilisation that:

      (i)   not less than ten business days before the proposed date of such
            Utilisation, the Agent has received from the Borrower a Utilisation
            Request therefor which shall oblige the Borrower to make the
            Utilisation therein requested on the date therein stated upon the
            terms and subject to the other conditions contained herein;

      (ii)  the proposed date for making such Utilisation is any business day
            which falls within the Availability Period but is not a Repayment
            Date;

      (iii) the proposed date for the making of such Utilisation is not less
            than ten business days after the date upon which the previous
            Utilisation (if any) was made hereunder;

      (iv)  the making of such Utilisation would not result in more than six
            Advances being made under the Tranche A Balance;

                                       17
<PAGE>

      (v)      the proposed amount of such Utilisation is an amount which is no
               less than the lesser of (pound)1,000,000 or the Available Tranche
               A Balance;

      (vi)     the interest rate applicable to such Utilisation during its first
               Interest Period would not fall to be determined pursuant to
               Clause 8.1 (Market Disruption);

      (vii)    unless waived by the Majority Banks, no Event of Default or
               Potential Event of Default (other than under Clause 22.27 in
               respect of a Utilisation for the purposes set out in Clause
               22.27) has occurred and is continuing and the representations set
               out in Clause 20 (Representations) are true on and as of the
               proposed date for the making of such Utilisation;

      (viii)   the Agent has received a revised Project Forecast from the
               Borrower demonstrating that:

               (a)   following the making of such Utilisation:

                     (1)   the Bank Loan Life Cover Ratio shall not be less than
                           1.27:1;

                     (2)   the Forecast Annual Debt Service Cover Ratio at all
                           times from the date of such Utilisation shall not be
                           less than 1.16:1;

                     (3)   the EIB Loan Life Cover Ratio shall not be less than
                           1.31:1;

                     (4)   the EIB Forecast Annual Debt Service Cover Ratio
                           until the Final Repayment Date shall not be less than
                           1.16:1; and

               (b)   the EIB Annual Debt Service Cover Ratio and the Annual Debt
                     Service Cover Ratio in respect of the 12 month period
                     immediately preceding the making of such Advance is not
                     less than 1.16:1.

4.2   DEBT SERVICE RESERVE ACCOUNT

      The Senior Facility Agent shall:

      (i)   prior to the making of any Utilisation, calculate the amount
            contemplated in Clause 13.2(i) of the Intercreditor Agreement (and
            for the purposes of such calculation, the Utilisation to be made
            shall be deemed to have been made on the immediately preceding
            Payment Date);

      (ii)  deduct from such Utilisation deposit directly into the 3 Month DSRA
            Sub-Account such amount as is required to ensure that the balance
            standing to the credit of the Debt Service Reserve Account is
            equivalent to one half of the amount calculated pursuant to Clause
            4.2(i) above; and

      (iii) if the purpose of the Utilisation is to make the payment
            contemplated in Clause 22.27(ii)(3) of this Agreement, deposit the
            balance into the Claims Reserve

                                       18
<PAGE>

            Account or, if the purpose of the Utilisation is for any other
            purpose, deposit the balance into the Company Account.

4.3   CALCULATION OF THE AVAILABLE TRANCHE A BALANCE

      The Available Tranche A Balance on any Utilisation Date shall be
      calculated by application of the formula set out below:

      (i)   the Tranche A Balance as reduced on each Repayment Date preceding
            that Utilisation Date by the percentage set opposite each Repayment
            Date(s) in Schedule 9,

      less

      (ii)  the sum of the amounts calculated in accordance with this Clause
            4.3(ii) in respect of each Utilisation made prior to the Utilisation
            Date upon which the Available Tranche A Balance is being calculated,
            to be calculated as follows:

                                         100% - (the sum of each percentage in
                                         Schedule 9 applying from the First
                                  X      Repayment Date to the Utilisation Date
                                         upon which this calculation is to be
                                         made (both inclusive))

         Amount of Utilisation A
      -----------------------------
      100% - (the sum of each
      percentage in Schedule 9
      applying from the First
      Repayment Date to the Repayment
      Date immediately preceding the
      date upon which Utilisation A was
      made (both inclusive))

      where:

      A    =    each single Utilisation made prior to the Utilisation Date upon
                which the Available Tranche A Balance is being calculated.

5.    LETTERS OF CREDIT

5.1   LIABILITY

      The face value of each Letter of Credit shall be allocated to, and
      apportioned among, the Banks in the same proportion as that Bank's Tranche
      A Outstandings bear to the

                                       19
<PAGE>

      aggregate of the Tranche A Outstandings of all the Banks (each such amount
      so allocated in respect of a Letter of Credit, a "PORTION").

5.2   DRAWINGS UNDER LETTERS OF CREDIT

      (i)   NOTIFICATION

            As soon as practicable after receipt by the Agent, the Issuing Bank
            or any Bank (and if by the Issuing Bank or a Bank then the Issuing
            Bank or such Bank shall forthwith notify the Agent thereof) of
            notice from EIB of its intention to make a drawing under any Letter
            of Credit, the Agent shall notify all the Banks thereof and on
            receipt by it of all documents required for a drawing under such
            Letter of Credit, the Agent shall not less than two business days
            prior to the due date for payment of such drawing notify each Bank
            of the amount, and due date for payment, of such Bank's Portion of
            such drawing and each Bank will, on the due date for payment of such
            drawing, make the amount so notified to it (less such Bank's share
            of any amount standing to the credit of the Cash Collateral Account
            in respect thereof) available through its Lending Office by payment
            thereof in sterling to the Agent.

      (ii)  APPLICATION

            The Agent shall apply any amount paid to it pursuant to Clause
            5.2(i) (or standing to the credit of the Cash Collateral Account as
            aforesaid) in payment of the drawing under the relevant Letter of
            Credit on behalf of the Banks.

      (iii) CONVERSION TO TRANCHE B ADVANCE

            Amounts made available by the Banks to the Agent pursuant to Clause
            5.2(i) and applied by the Agent in the manner referred to in Clause
            5.2(ii) shall together constitute one Advance and shall be deemed to
            have been made by the Banks to the Borrower on and subject to the
            terms and conditions hereof and on the basis that:

            (a)   any such Advance shall be repayable by the Borrower on the
                  demand of the Agent (and, for the avoidance of doubt, shall
                  not then be available for reborrowing); and

            (b)   save as provided in Clause 7.2, the provisions of Clauses 7
                  (Interest) and 8 (Alternative Interest Rates) shall apply
                  mutatis mutandis to the calculation and payment of interest on
                  each such Advance.

6.    COUNTER-INDEMNITY

6.1   INDEMNITY

      The Borrower agrees to keep each Finance Party indemnified against all
      actions, proceedings, liabilities, claims, demands, damages, costs and
      expenses in relation to or

                                       20
<PAGE>

      arising out of or in connection with any of the Letters of Credit whether
      thereunder or hereunder and to pay to the Agent (subject to Clause
      5.2(iii) (Conversion to Tranche B Advance)) on demand for the account of
      the party being indemnified all payments, losses, costs, charges, damages
      and expenses suffered or incurred by any Finance Party in consequence of
      any of the Letters of Credit or arising directly or indirectly therefrom.

6.2   PAYMENTS

      The Borrower hereby irrevocably authorises and directs the Agent, the
      Issuing Bank and the Banks to make payments and comply with any demand
      which may be claimed or made or appears on its face to be claimed or made
      under any Letter of Credit without any reference to or further authority,
      confirmation or verification from the Borrower and agrees that any payment
      which the Agent, the Issuing Bank or any Bank shall make in accordance, or
      appearing on its face to be in accordance, with any Letter of Credit shall
      be binding upon the Borrower and shall be accepted by the Borrower as
      conclusive evidence that the Agent, the Issuing Bank or the relevant Bank
      was liable to make such payment or comply with such demand.

6.3   DEMANDS

      The Borrower agrees (without prejudice to any other provision of this
      counter-indemnity) that any demand made upon the Agent, the Issuing Bank
      or any Bank for payment of sums specified in any Letter of Credit shall
      for all purposes relating to this counter-indemnity be deemed to be a
      valid and effective demand and the Agent, the Issuing Bank and the Banks
      shall be entitled to treat it as such notwithstanding any actual lack of
      authority on the part of the person making the demand, if the demand
      appears on its face to be in order.

                                       21
<PAGE>

                                     PART 3
                                    INTEREST

7.    INTEREST

7.1   INTEREST PERIODS

      The period for which an Advance is outstanding shall be divided into
      successive periods each of which (other than the first, which shall start
      on the date on which such Advance is drawn) shall start on the last day of
      its preceding such period.

7.2   DURATION

      The duration of each Interest Period relating to an Advance shall, save as
      otherwise provided herein, be six months (or of such other duration as the
      Borrower and the Agent may from time to time agree) Provided that:

      (i)   in relation to an Advance made under the Hedged Portion, each
            Interest Period relating thereto shall be of a duration of six
            months, Provided that an Interest Period ending in a month in which
            there is a Hedge Payment Date shall be of such duration that it ends
            on that Hedge Payment Date (or, if more than one, that Hedge Payment
            Date agreed between the Agent and the Borrower) and, notwithstanding
            the foregoing, all then subsisting Interest Periods shall end on the
            First Repayment Date and each Interest Period thereafter shall be of
            a duration of six months ending on a Repayment Date;

      (ii)  in relation to an Advance made under the Unhedged Portion, each
            Interest Period shall be of a duration of six months (or such other
            period as may be agreed between the Agent and the Borrower) and each
            such Interest Period (other than those ending six months or more
            prior to the First Repayment Date) shall end on a Repayment Date;

      (iii) if any Advance has been made pursuant to Clause 5.2(iii) (Conversion
            to Tranche B Advance) the duration of the first Interest Period
            relating to such Advance shall be 7 days;

      (iv)  the first Interest Period after the Amendment Date shall commence on
            the Amendment Date and end on 30 September 2001; and

      (v)   the first Interest Period of each Advance made under the Tranche A
            Balance shall commence on the date of such Advance and end on the
            first Repayment Date immediately following the making of such
            Advance.

7.3   CALCULATION OF INTEREST

      The rate of interest applicable to an Advance during each Interest Period
      relating thereto shall be the rate per annum which is the sum of the
      Applicable Margin, the Mandatory Costs Rate in respect thereof at such
      time and LIBOR on the Quotation Date therefor.

                                       22
<PAGE>

7.4   PAYMENT OF INTEREST

      On each Interest Payment Date the Borrower shall pay accrued interest on
      the Advance to which such Interest Period relates.

8.    ALTERNATIVE INTEREST RATES

8.1   MARKET DISRUPTION

      If:

      (i)   the Agent determines that at or about 11.00 a.m. (London time) on
            the Quotation Date for an Interest Period none or only one of the
            Reference Banks was being offered by prime banks in the London
            Interbank Market sterling deposits in the amount and for the period
            required for the purposes of Clause 7.3 (Calculation of Interest);
            or

      (ii)  before the close of business in London on the first day of an
            Interest Period the Agent has been notified by each of a group of
            Banks to whom in aggregate thirty five per cent. or more of the
            relevant Advance is (or, if such Advance were then made, would be)
            owed that the arithmetic mean referred to in the definition of LIBOR
            in Clause 1.1 (Definitions) does not accurately reflect the cost to
            it of obtaining such deposits,

      then, notwithstanding the provisions of Clause 7 (Interest) (and until any
      substitute basis for determining rates of interest has been agreed in
      accordance with the terms of Clause 8.2 in respect of the event which
      caused this Clause 8 to apply in respect of a particular Interest Period
      or, as the case may be, such Advance):

            (a)   (if paragraph (i) above applies) the duration of the relevant
                  Interest Period (other than one to which proviso (iii) to
                  Clause 7.2 applies, the duration of which shall remain seven
                  days) shall be one month or such lesser duration as shall
                  cause it to end on the next Repayment Date; and

            (b)   (if paragraph (i) or (ii) above applies) during such Interest
                  Period the rate of interest applicable to the Advance to which
                  such Interest Period relates shall be the rate per annum which
                  is the sum of the Applicable Margin, the Associated Costs Rate
                  in respect thereof at such time and the rate per annum
                  determined by the Agent to be the weighted average of the
                  rates (as notified in writing to the Agent before the last day
                  of each Interest Period to which this Clause 8.1 applies)
                  which express as a percentage rate per annum the cost to each
                  Bank of funding from the London Interbank Market (or, if more
                  practicable, from whatever other sources and in whatever
                  manner it may reasonably select) its portion of such Advance
                  during such Interest Period.

                                       23
<PAGE>

8.2   SUBSTITUTE BASIS

      If either of those events mentioned at paragraphs (a) and (b) in Clause
      8.1 occurs:

      (i)   the Agent shall promptly notify the Borrower and the Banks of such
            event; and

      (ii)  within five days of such notification the Agent and the Borrower
            shall enter into negotiations in good faith with a view to agreeing
            a substitute basis (a) for determining the rates of interest from
            time to time applicable to the Advances and/or (b) upon which the
            Advances may be maintained (whether in sterling or some other
            currency) thereafter and any agreement resulting from any such
            negotiations shall take effect in accordance with its terms Provided
            that the Agent may not agree any substitute basis without the prior
            consent of each Bank.

8.3   DISTRIBUTION TO BANKS

      Interest on an Advance during an Interest Period relating thereto
      calculated at the rate specified in Clause 8.1(ii)(b) shall be distributed
      by the Agent to the Banks in proportion to the amounts which represent the
      cost to each Bank of funding its share of such Advance during such
      Interest Period provided that any such interest which is attributable to
      the Applicable Margin shall be distributed by the Agent to the Banks in
      proportion to their respective shares of such Advance.

                                       24
<PAGE>

                                     PART 4
               REPAYMENT, CANCELLATION, ILLEGALITY AND PREPAYMENT

9.    CANCELLATION

9.1   The Borrower may, on 14 days prior written notice to the Agent, cancel the
      whole or any part of the Available Tranche A Balance.

9.2   Any Available Tranche A Balance remaining undrawn at the end of the
      Availability Period shall be automatically cancelled on such date.

9.3   The Borrower shall not be entitled to reborrow any part of the Available
      Tranche A Balance cancelled in accordance with this Clause 9.

10.   REPAYMENT

      Without prejudice to the Borrower's obligation to repay any relevant
      Advance at any time referred to in Clause 5.2(iii) (Conversion to Tranche
      B Advance), the Borrower shall:

10.1  repay Tranche A Advances on each Repayment Date (the first repayment
      instalment to be made on the First Repayment Date and each subsequent
      repayment instalment to be made on each subsequent Repayment Date) as
      follows:

      (i)   repay all Tranche A Advances made on or prior to the Amendment Date
            by repaying a percentage of the aggregate total amount of such
            Advances outstanding as at the Amendment Date, being the percentage
            set opposite such Repayment Date in Schedule 9;

      (ii)  for each Utilisation, the percentage set opposite such Repayment
            Date in Schedule 9 multiplied by the amount calculated as follows:

                              Amount of Utilisation
                 ----------------------------------------------
                 100% - (the sum of each percentage in Schedule
                 9 applying from the First Repayment Date to the
                 Repayment Date immediately preceding the date
                 upon which Utilisation was made (both inclusive))

10.2  repay Advances made under the Tranche B Facility in accordance with Clause
      5.2(iii) (Conversion to Tranche B Advance).

11.   ILLEGALITY

11.1  LIABILITIES UNDER LETTER OF CREDIT

      If as a consequence of the adoption of, or any change in the
      interpretation or administration of, any applicable law or regulation
      after the date hereof it becomes unlawful, or contrary to any regulation
      for the Issuing Bank or a Bank to remain under any actual or contingent
      liability in respect of a Letter of Credit, the Borrower shall

                                       25
<PAGE>

      within fourteen days of receipt by it of a notice to that effect from the
      Agent procure release of the Issuing Bank/Bank from the relevant
      liability, failing which the Borrower shall within seven days after demand
      by the Agent, deposit into a cash collateral account (the "CASH COLLATERAL
      ACCOUNT") opened by the Borrower on or before the date of this Agreement
      with the Account Bank an amount equal to its actual or contingent
      liability in respect of such Letter of Credit Provided that, if the
      Borrower has made a deposit as aforesaid and the Agent is satisfied
      thereafter that such illegality has ceased to apply (and subject to no
      Event of Default or Potential Event of Default having occurred) the Agent
      shall, at the request and cost of the Borrower, release such amount to the
      Borrower.

11.2  FUNDING OF ADVANCES

      If as a consequence of the adoption of, or any change in the
      interpretation or administration of, any applicable law or regulation
      after the date hereof it becomes unlawful, or contrary to any regulation,
      for a Bank to allow to remain outstanding all or any of its portion of an
      Advance made hereunder, then if the Agent on the instructions of such Bank
      so requires, the Borrower shall within the period necessary to comply with
      the law repay such Bank's share of the Loan together with accrued interest
      thereon.

11.3  LOSS OF QUALIFYING ISSUER STATUS

      If any Bank ceases to be a Qualifying Issuer or any Bank suffers an event
      described in Clause 9.1(e)(i), (ii) or (iii) of the EIB Facility
      Agreement, such Bank shall promptly notify the Agent whereupon whilst such
      Bank remains a non-Qualifying Issuer or subject to such an event:

      (i)   each Bank hereby agrees that (to the extent it is lawful to do so)
            if it ceases to be a Qualifying Issuer and does not, within 45 days
            of a demand from EIB served upon the Agent pursuant to Clause 9.1(g)
            of the EIB Facility Agreement, effect a transfer pursuant to Part 12
            of all of its rights and obligations to a bank or financial
            institution which is a Qualifying Issuer, it shall establish, fund
            and maintain a cash collateral account (each such account herein
            referred to as an "EIB/ISSUER CASH COLLATERAL ACCOUNT") which
            account shall be subject to the terms of this Clause 11.3, for so
            long as it shall continue to be a Bank which is not a Qualifying
            Issuer, no transfer has been effected as aforesaid subsequently and
            the same has not been released under Clause 12 of the EIB Facility
            Agreement;

      (ii)  any EIB/Issuer Cash Collateral Account will be an account in the
            name of such Bank with a bank or financial institution in London,
            being a bank or financial institution proposed by such Bank and
            approved by EIB (such approval not to be unreasonably withheld or
            delayed and not be withheld if such bank or financial institution is
            itself a Qualifying Issuer);

      (iii) the cash collateral amount to be deposited in any such EIB/Issuer
            Cash Collateral Account shall:

                                       26
<PAGE>

            (a)   be in an original principal amount equal to, and thereafter be
                  reduced or, as the case may be, increased to the amount from
                  time to time equal to, such Bank's Portion of issued and
                  outstanding Letters of Credit; and

            (b)   bear interest at such term deposit rate as such Bank is able
                  to negotiate with the relevant bank or financial institution
                  with which such EIB/Issuer Cash Collateral Account is
                  maintained;

      (iv)  any amount by which the amount standing to the credit of EIB/Issuer
            Cash Collateral Account exceeds the amount which at such time is
            required to be standing to the credit thereof by virtue of paragraph
            (iii)(a) above (whether such amount represents interest paid on such
            account or a part of the original or any subsequent amount credited
            thereto by the Bank) shall, upon request by such Bank, be paid to
            such Bank;

      (v)   the cash collateral deposit in the EIB/issuer Cash Collateral
            Account will be assigned or pledged by such Bank in favour of EIB by
            way of first ranking security in form and substance satisfactory to
            EIB (acting reasonably);

      (vi)  such Bank shall be entitled to receive the L/C Commission under
            Clause 28.2 (LIC Commission), notwithstanding that it has ceased to
            be a Qualifying Issuer and notwithstanding that its Portion of the
            Letters of Credit may have been cancelled, whilst it is providing
            replacement cash collateral in the EIB Issuer Cash Collateral
            Account and such LJC Commission shall be calculated on the amount
            deposited in such account by such Bank; and

      (vii) in the event that EIB makes demand in respect of such Bank's Portion
            of issued and outstanding Letters of Credit, then notwithstanding
            any other provision of this Agreement, that Bank shall be solely
            liable in respect of such demand.

11.4  DEMAND FOR PAYMENT OF INTEREST

      In the event that EIB makes demand under any issued and outstanding
      Letters of Credit in respect of the interest portion of such Letter of
      Credit, and any Bank fails to makes its Portion of such demand available
      to the Agent in accordance with Clause 5.2 (Drawings under Letters of
      Credit), then notwithstanding any other provision of this Agreement, such
      Bank will be solely liable in respect of its Portion of such demand.

12.   PREPAYMENT

      The Borrower shall at all times comply with the provisions set out in
      Clause 23 of the Intercreditor Agreement.

                                       27
<PAGE>

                                     PART 5
                            CHANGES IN CIRCUMSTANCES

13.   TAXES

13.1  TAX GROSS-UP

      Subject to Clause 13.6 below, all payments to be made by the Borrower
      hereunder shall be made free and clear of and without deduction or
      withholding for or on account of tax unless required by law. If the
      Borrower is so required on account of any Relevant Tax to make any
      deduction or withholding from any sum payable by it to or for the account
      of any person ("THE RECIPIENT") hereunder or if the recipient or the Agent
      on its behalf is required to pay any Relevant Tax (other than tax on its
      overall net income) imposed, levied, collected or assessed directly on it
      in respect of any payment receivable by it under this Agreement:

      (i)   the Borrower shall notify the Agent of any such requirement or any
            change in any such requirement as soon as the Borrower becomes aware
            of it or, as the case may be, the recipient will forthwith notify
            the Borrower of its liability to such tax as soon as it becomes
            aware of such liability;

      (ii)  the Borrower, the Agent or the recipient (as the case may be) shall
            pay any such tax to the relevant authority in full within the time
            allowed for such payment under applicable law and, without prejudice
            to the foregoing, before the date on which penalties attach thereto;
            and

      (iii) the sum payable by the Borrower in respect of which the relevant
            deduction, withholding or payment is required shall be increased to
            the extent necessary to ensure that, after the making of that
            deduction, withholding or payment, that person receives on the due
            date and retains (free from any liability in respect of any such
            deduction, withholding or payment) a net sum equal to what it would
            have received had no such deduction, withholding or payment been
            required or made.

13.2  DELIVERY OF RECEIPT

      The Borrower shall after it has made any payment of tax referred to in
      Clause 13.1(ii) to the applicable authority use all reasonable endeavours
      to deliver to the Agent an original receipt (or a certified copy thereof)
      issued by such authority evidencing such payment as soon as possible.

13.3  INDEMNITY

      Without prejudice to the provisions of Clause 13.1 but subject to Clause
      13.7, if as a consequence of the adoption of, or any change, or change in
      the judicial interpretation or administration in accordance with published
      practice of, any applicable law, regulation or provision after the date
      hereof, any Finance Party or the Agent on its behalf is required by any
      law or regulation to make any payment, whether on account of tax (other
      than tax, or

                                       28
<PAGE>

      an increase in the rate of tax, on its overall net income) or otherwise,
      on or in relation to any sum received or receivable by such person
      hereunder, or any liability in respect of any such payment is asserted,
      imposed, levied or assessed against such person, then the Borrower shall
      upon demand pay to the Agent for its own account or (as the case may be)
      for the account of such person an amount sufficient to indemnify such
      person against such payment or liability, together with any interest,
      penalties and expenses payable or incurred in connection therewith
      Provided that the Borrower shall not be required to pay any increased
      amount to compensate any person for any penalty incurred by such person by
      reason of such person failing to make timely payment of tax to the
      relevant authorities in circumstances where such person had itself
      received an amount equal to such tax from the Borrower prior to the due
      date for payment thereof to such authorities. If the Agent or any such
      person makes any payment of tax referred to in Clause 13.1(ii) or in this
      Clause 13.3 it shall promptly on receipt thereof use all reasonable
      endeavours to deliver to the Borrower an original receipt (or a certified
      copy thereof) issued by the relevant authority evidencing such payment as
      soon as possible.

13.4  NOTIFICATION

      Any person intending to make a claim pursuant to Clause 13.3 shall notify
      the Agent of the event by reason of which it is entitled to do so and
      provide it with supporting evidence where practicable, whereupon the Agent
      shall notify the Borrower thereof.

13.5  RELEVANT TAX

      For the purposes of this Clause 13 "RELEVANT TAX" in relation to any
      payment which falls to be made hereunder means any present or future taxes
      of any nature now or hereafter imposed by the laws of the United Kingdom.

13.6  EXCEPTION TO GROSS-UP

      If on the date that a payment becomes due hereunder to or for the account
      of a recipient:

      (iii) a Finance Party is a Treaty Lender and the Treaty Lender did not
            comply with Clause 13.10 below; or

      (iv)  a Finance Party is not a Qualifying Lender or, at any time on or
            after the date of this Agreement but prior to such payment becoming
            due, a Finance Party is not or ceases to be a Qualifying Lender;

      and, as a result, the Borrower is required to make the aforementioned
      payment subject to a deduction or withholding on account of tax, the
      Borrower shall not be under an obligation to pay an additional amount to
      or for the account of that recipient under Clause 13.1 except as provided
      in Clause 13.8.

                                       29
<PAGE>

13.7  EXCEPTION TO TAX INDEMNITY

      If:

      (i)   on the date on which a payment on account of tax is made or a tax
            liability arises, a Finance Party is not a Qualifying Lender or, at
            any time on or after the date of this Agreement but prior to that
            date, a Finance Party is not or ceases to be a Qualifying Lender;
            and

      (ii)  such payment or liability would have been reduced if the relevant
            Finance Party had been a Qualifying Lender at the relevant time,

      any liability of the Borrower to indemnify the relevant Finance Party
      pursuant to Clause 13.3 shall be correspondingly reduced except as
      provided in Clause 13.8.

13.8  CONDITIONS TO EXCEPTIONS

      Clauses 13.6 and 13.7 shall not relieve the Borrower from making payments
      or increased payments under Clauses 13.1 or 13.3 if:

      (i)   there shall have been any Tax Change and as a result thereof the
            relevant Finance Party ceases to be a Qualifying Lender; or

      (ii)  the Borrower would be obliged to make a payment, or increased
            payment, of the same amount under Clauses 13.1 or 13.3 irrespective
            of whether any Finance Party is at any time on or after the date
            hereof a Qualifying Lender; or

      (iii) such payments or increased payments become due as a result of the
            Borrower becoming resident outside its Residence Jurisdiction for
            tax purposes.

13.9  QUALIFYING LENDER

      Any Bank which ceases, for whatever reason, to be a Qualifying Lender
      shall promptly notify the Borrower of that change in its status.

13.10 TREATY LENDER

      The Agent, a Treaty Lender and the Borrower which makes a payment to which
      that Treaty Lender is entitled shall each cooperate in completing any
      procedural formalities they are able to complete which are necessary for
      the Borrower to obtain authorisation to make that payment without a
      deduction or withholding on account of tax.

13.11 TAX CREDIT

      If the Borrower pays any additional amount under Clause 13.1(iii) or any
      amount under Clause 13.3 (a "TAX PAYMENT") and any recipient of a Tax
      Payment (the "RECIPIENT") effectively obtains a refund of tax, or credit
      against tax on its overall net income, by reason of that Tax Payment ("TAX
      CREDIT"), and the Recipient is able to identify the Tax

                                       30
<PAGE>

      Credit as being attributable in whole or in part to the Tax Payment, then
      the Recipient shall pay to the Agent, for reimbursement to the Borrower,
      such amount as it shall determine to be the proportion of the Tax Credit
      as will leave the Recipient, after that reimbursement, in no better or
      worse position than it would have been in if the Tax Payment had not been
      required. Each Recipient shall have an absolute discretion as to whether
      to claim any Tax Credit and, if it does so claim, the extent, order and
      manner in which it does so. No Recipient shall be obliged to disclose any
      information regarding its tax affairs or computations to the Borrower.
      Nothing in this Clause 13.11 shall interfere with the right of each
      Recipient to arrange its tax affairs in whatever manner it thinks fit.

13.12 ADDITIONAL DEFINITIONS

      In this Part 5:

      "ENACTMENT DATE" means the date on which the Finance Act was enacted into
      law;

      "FINANCE ACT" means the Finance Act 1996;

      "QUALIFYING LENDER" means a Bank which is (on the date a payment falls
      due):

      (a)   within the charge to United Kingdom corporation tax in respect of
            that payment and that is a Bank in respect of a utilisation of the
            facility made by a person that was a bank (as defined for the
            purpose of section 349 of the Income and Corporation Taxes Act 1988
            in section 840A of the Income and Corporation Taxes Act 1988) at the
            time the utilisation was made; or

      (b)   resident (as defined in the appropriate double taxation agreement)
            in a country with which the UK has a double taxation agreement
            giving residents of that country full exemption from UK taxation on
            interest and does not carry on business in the UK through a
            permanent establishment with which the payment is effectively
            connected (a "TREATY LENDER");

      (c)   a building society (as defined in section 832 of the Income and
            Corporation Taxes Act 1988) which is entitled to receive interest
            payable to it under this Agreement without deduction of tax pursuant
            to section 477A(7) of that Act; or

      (d)   a person beneficially entitled to the income in respect of which
            that payment (not being a payment in respect of which a direction
            has been given and not revoked under section 349 of the Income and
            Corporation Taxes Act 1988) is made and which is a company resident
            in the United Kingdom, and within the charge to United Kingdom
            corporation tax in respect of that payment.

      "RESIDENCE JURISDICTION" means, in respect of the Borrower, the
      jurisdiction which it is, at the date hereof, resident for tax purposes;
      and

      "TAX CHANGE" means the introduction of, change in, or change in the
      interpretation, administration or application of, any law or regulation or
      any published practice or

                                       31
<PAGE>

      concession of the Inland Revenue on or after the date of this Agreement
      but shall not include the enactment into law of the Finance Act.

14.   INCREASED COSTS

14.1  INCREASED COSTS

      Subject to Clause 14.2, if by reason of (a) the adoption of, or any
      change, or change in the interpretation or administration of, any
      applicable law or regulation after the date hereof and/or (b) compliance
      with any request from or requirement made after the date hereof of any
      central bank (other than, save in the case of paragraph (v) below, the
      requirements of the Bank of England reflected in the Associated Costs
      Rate) or other fiscal, monetary or other financial authority (whether or
      not having the force of law but, if not having the force of law, being a
      request or requirement which is customarily complied with by banks):

      (i)   a Finance Party incurs a cost (other than tax, or an increase in
            tax, on its overall net income) as a result of its having entered
            into and/or performing its obligations under this Agreement and/or
            as a result of any Letter of Credit or any Advance being outstanding
            hereunder;

      (ii)  by reason of capital adequacy requirements the rate of return on the
            overall capital of a Finance Party is reduced as a result of such
            Finance Party entering into and/or performing its obligations under
            this Agreement, any Letter of Credit and/or assuming or maintaining
            its Available Commitment hereunder and/or maintaining its actual or
            contingent liability under any Letter of Credit to a level below
            that which such party would have achieved but for such adoption or
            change;

      (iii) there is any increase in the cost to a Finance Party (other than
            tax, or an increase in tax, on its overall net income) of making,
            funding or maintaining all or any of the advances comprised in a
            class of advances formed by or including the advances made or to be
            made by it hereunder and/or maintaining its actual or contingent
            liability under any Letter of Credit;

      (iv)  a Finance Party becomes liable to make any payment (not being a
            payment of tax or an increased rate of tax on its overall net
            income) on or calculated by reference to the amount of any advance
            made or to be made by it hereunder and/or its actual or contingent
            liability under any Letter of Credit; or

      (v)   the Associated Costs Rate, as calculated hereunder, does not
            represent the cost (ignoring tax on its overall net income) to a
            Finance Party of complying with the requirements of the Bank of
            England in relation to its funding or maintaining of its
            participation in the Advances,

      then, the Borrower shall within 21 days of demand by the Agent pay to the
      Agent for account of that Finance Party an amount sufficient to indemnify
      it against, as the case may be, (i) such cost, (ii) such proportion of
      such reduction in the rate of return as is attributable to its obligations
      hereunder and/or under any Letter of Credit, (iii) such

                                       32
<PAGE>

      portion of such increased cost as is attributable to its making, funding
      or maintaining advances hereunder and/or maintaining its actual or
      contingent liability under any Letter of Credit, (iv) such liability, or
      (v) such portion of such costs as is not represented by the Associated
      Costs Rate.

14.2  EXCEPTIONS TO INCREASED COSTS INDEMNITY

      Clause 14.1 shall not apply to:

      (i)   costs, reductions or increased costs covered by the Associated Costs
            Rate;

      (ii)  any cost, reduction or increased cost arising as a result of default
            by a Finance Party in complying with any request or requirement of
            any fiscal, monetary or regulatory authority;

      (iii) any cost, reduction or increased costs resulting from any
            implementation in whole or in part of the paper entitled
            "International Convergence of Capital Measurement and Capital
            Standards" dated July 1988 (as amended in 1991) published by The
            Basle Committee on Banking Regulations and Supervisory Practices; or

      (iv)  any cost, reduction or increased cost which results from a deduction
            or withholding for or on account of tax or from a payment on account
            of tax which deduction, withholding or payment is referred to in
            Clause 13.1 or Clause 13.3.

14.3  INCREASED COSTS CLAIMS

      If a Finance Party intends to make a claim pursuant to Clause 13.1 (Tax
      Gross-up) it shall notify the Agent of the event by reason of which it is
      entitled to do so and provide the Agent with supporting evidence where
      practicable, whereupon the Agent shall notify the Borrower thereof.

14.4  MITIGATION

      If circumstances arise which would or would upon the giving of notice
      result in:

      (i)   an amount becoming payable under Clause 13.1(iii) (Tax Gross-up) or
            a claim for indemnification by a Finance Party or the Agent pursuant
            to Clause 13.3 (Indemnity) or Clause 14 (Increased Costs); or

      (ii)  a determination or notification pursuant to Clause 8.1(ii)(b)
            (Market Disruption),

      then, without in any way limiting, reducing or otherwise qualifying the
      Borrower's obligations under any of the Clauses referred to in
      sub-paragraphs (i) to (iii) above, such Finance Party shall notify the
      Agent thereof (which shall, in turn, promptly notify the Borrower thereof)
      and, in consultation with the Agent and the Borrower, make reasonable
      efforts to mitigate the effects of such circumstances including the
      transfer of a Bank's rights and obligations hereunder to another financial
      institution (including, without

                                       33
<PAGE>

      limitation, an Affiliate of such Bank willing to participate in the
      Facility), Provided that such Bank shall be under no obligation to make
      any such efforts if such steps would or might have an adverse effect upon
      its business, operations or financial condition.

                                       34
<PAGE>

                                     PART 6
                       INFORMATION, FORECASTS AND CASHFLOW

15.   FINANCIAL INFORMATION

15.1  ANNUAL STATEMENTS

      The Borrower shall as soon as the same become available, but in any event
      within 120 days after the end of each of its financial years, deliver to
      the Agent in sufficient copies for the Banks its financial statements for
      such financial year.

15.2  SEMI-ANNUAL STATEMENTS

      The Borrower shall as soon as the same become available, but in any event
      within 90 days after the end of each half of each of its financial years,
      deliver to the Agent in sufficient copies for the Banks its financial
      statements for such period.

15.3  QUARTERLY REPORTS

      The Borrower shall as soon as the same become available but in any event
      within 28 days after the end of each calendar quarter deliver to the Agent
      in sufficient copies for the Banks a quarterly report in the agreed form.
      Each such quarterly report shall be prepared by the Borrower and shall, on
      receipt, be submitted by the Agent to the Technical Adviser for his
      comments. On receipt of such comments the Agent shall send copies of the
      same to the Borrower and each of the Banks.

15.4  OTHER FINANCIAL INFORMATION

      The Borrower shall from time to time on the request of the Agent, furnish
      the Agent with such information about the Project and the Borrower's
      business and financial condition as the Agent may reasonably require.

15.5  REQUIREMENTS AS TO FINANCIAL STATEMENTS

      The Borrower shall ensure that:

      (i)   each set of financial statements delivered by it pursuant to this
            Clause 15 is prepared on the same basis as was used in the
            preparation of the Base Case and in accordance with accounting
            principles generally accepted in England and consistently applied;

      (ii)  each set of financial statements delivered by it pursuant to this
            Clause 15 is certified by a duly authorised officer of the Borrower
            as giving a true and fair view (in the case of audited statements)
            of, or otherwise as presenting with reasonable accuracy, the
            financial condition of the Borrower as at the end of the period to
            which those financial statements relate and of the results of its
            operations during such period; and

                                       35
<PAGE>

      (iii) each set of financial statements delivered by it pursuant to Clause
            15.1 (Annual Statements) has been audited by Arthur Andersen or
            another firm of auditors acceptable to the Agent.

15.6  ACCOUNTING POLICIES

      The Borrower shall ensure that each set of financial statements delivered
      to the Agent pursuant to this Clause 15 is prepared using accounting
      policies, practices, procedures and reference period consistent with those
      applied in the preparation of the Base Case, unless in relation to any
      such set of financial statements the Borrower notifies the Agent that
      there have been one or more changes in any such accounting policies,
      practices, procedures or reference period and the auditors for the time
      being of the Borrower provide:

      (i)   a description of the changes and the adjustments which would be
            required to be made to those financial statements in order to cause
            them to use the accounting policies, practices, procedures and
            reference period upon which the Base Case was prepared; and

      (ii)  sufficient information, in such detail and format as may be
            reasonably required by the Agent, to enable the Banks to make an
            accurate comparison between the financial position indicated by
            those financial statements and the Base Case;

      and any reference in this Agreement to those financial statements shall be
      construed as a reference to those financial statements as adjusted to
      reflect the basis upon which the Base Case was prepared.

16.   PROJECT BUDGETS

16.1  DELIVERY OF PROJECT BUDGETS

      No later than 60 days before the end of each of its financial years the
      Borrower shall deliver to the Agent (in sufficient copies for the Banks)
      copies of its budget for its next financial year.

16.2  FORM OF PROJECT BUDGET

      The Borrower shall ensure that each budget delivered by it pursuant to
      Clause 16.1 shall be in the agreed form and prepared on a basis consistent
      with the initial Project Budget and using (i) accounting policies,
      practices, procedures and reference period consistent with such initial
      Project Forecast and each set of financial statements delivered pursuant
      to Clause 15 (Financial Information) and (ii) the Assumptions most
      recently agreed or determined pursuant to Clause 19.3 (Value of
      Assumptions) of the Intercreditor Agreement.

                                       36
<PAGE>

16.3  AGREEMENT OF PROJECT BUDGET

      Each budget received by the Agent pursuant to Clause 16.1 shall be
      forwarded by the Agent to the Banks, the Technical Adviser and the Traffic
      Adviser. Unless the Agent, after consultation with the Banks where
      appropriate, requires a change to be made to any such budget within 30
      days of receipt thereof, such budget shall become the Project Budget for
      the Borrower's next financial year. If any budget received by the Agent is
      in excess of the forecast budget for such financial year (as set out in
      the most recent Project Forecast delivered pursuant to Clause 19 of the
      Intercreditor Agreement), the Agent, after consultation as aforesaid, may
      require a change to any such budget within 30 days of receipt thereof, the
      Agent shall so notify the Borrower of such change which shall not reduce
      such budget to a level below the forecast budget set out in such Project
      Forecast for that financial year and the Borrower shall prepare a revised
      budget reflecting such required change which shall then become the Project
      Budget for the Borrower's next financial year.

17.   PROJECT FORECASTS

      The Borrower shall at all times comply with the provisions set out in
      Clause 19 of the Intercreditor Agreement.

18.   PROJECT ACCOUNTS AND CASHFLOWS

18.1  ACCOUNTS

      The Borrower shall open, maintain and operate each of the Project Accounts
      in accordance with the provisions of Part 5 of the Intercreditor
      Agreement.

18.2  CASH FLOW

      The Borrower shall comply with the provisions of Clause 10 of the
      Intercreditor Agreement and each of the other provisions of Part 5 of the
      Intercreditor Agreement.

                                       37
<PAGE>

                                     PART 7
                COVENANTS, REPRESENTATIONS AND EVENTS OF DEFAULT

19.   POSITIVE COVENANTS

      The Borrower shall:

19.1  CONSENTS ETC

      Obtain, comply in all material respects with the terms of and do all that
      is necessary to maintain in full force and effect all consents, licences,
      permits, approvals, authorisations, rights of way, easements and access to
      any part of the Project site as and when required from time to time in or
      by the laws and regulations of England to enable it to carry out the
      Project and to lawfully enter into and perform its obligations under each
      of the Relevant Documents and to ensure the legality, validity,
      enforceability or admissibility in evidence in England of each of the
      Relevant Documents;

19.2  ENVIRONMENTAL MATTERS

      Comply in all material respects with all applicable laws and regulations
      concerning the protection of the environment insofar as they apply to the
      Project and the Site, and obtain and comply in all material respects with
      the terms of any licence, permit, authorisation, consent or approval of
      any kind required under or in relation to any such laws and regulations;

19.3  NOTIFICATION OF EVENTS OF DEFAULT

      Promptly inform the Agent of the occurrence of any Event of Default or
      Potential Event of Default and, upon receipt of a written request to that
      effect from the Agent, confirm to the Agent that, save as previously
      notified to the Agent or as notified in such confirmation, no Event of
      Default or Potential Event of Default has occurred;

19.4  CLAIMS PARI PASSU

      Ensure that at all times the claims of the Finance Parties against it
      under each of the Finance Documents rank at least pari passu with the
      claims of all its other unsecured and unsubordinated creditors save those
      whose claims are preferred by any bankruptcy, insolvency, liquidation or
      other similar laws of general application;

19.5  OBLIGATIONS UNDER RELEVANT DOCUMENTS

      At all times comply with all its obligations under each of the Relevant
      Documents and under any other agreement to which it is a party or which is
      binding on it or any of its assets and maintain and enforce all its rights
      thereunder (where failure to do so is reasonably likely to have a Material
      Adverse Effect);

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19.6  OBLIGATIONS UNDER DBFO CONTRACT AND LEASE

      Without prejudice to Clause 19.5, at all times comply with its obligations
      under the DBFO Contract and the Lease referred to in Clause 8.9 thereof
      and maintain and enforce all its rights thereunder (where failure to do so
      may have a Material Adverse Effect) and, if at any time the Borrower
      becomes aware that it is entitled to terminate the DBFO Contract, to
      inform the Agent thereof;

19.7  OPERATION ETC OF THE PROJECT

      At all times operate the Project in a sound and efficient manner, in
      accordance with Good Industry Practice and in accordance with all
      applicable laws, regulations, directives (including as to safety and the
      environment) and the terms of the Project Documents;

19.8  ACCESS TO SITE ETC.

      Ensure that the Agent, the Technical Adviser and any of their
      representatives or consultants have, on reasonable notice and at
      reasonable times full access to the Site, any Adjacent Areas and other
      physical facilities and all books and records of the Borrower (wherever
      kept);

19.9  INSPECTIONS

      Promptly notify the Agent of any inspection to be made by or on behalf of
      the Secretary of State of the Project, the Site, any Adjacent Areas or any
      of the books and records of the Borrower; and shall if reasonably
      practicable afford the Agent, the Technical Adviser or any of their
      representatives or consultants like access and facilities at the same
      time;

19.10 MEETINGS

      At the request of the Agent and on reasonable notice, whether at the time
      of an inspection or otherwise, meet (through its senior representatives)
      with the Agent and the Banks' Technical Adviser and, at the request of the
      Agent, use reasonable endeavours to procure the attendance at such meeting
      of such personnel as the Agent (having consulted with the Banks' Technical
      Adviser) may specify including any subcontractor of the Borrower;

19.11 INSURANCES

      From time to time effect and maintain the Insurances in accordance with
      the provisions of Schedule 8 and, in any event, at all times as required
      by any applicable law;

19.12 NOTIFICATION

      Promptly notify the Agent of (i) the calling of any general meeting of
      shareholders of the Borrower, and provide, as soon as practicable
      thereafter, minutes of all such meetings; (ii) upon becoming aware of the
      same, any material litigation, arbitration or administrative proceedings
      involving the Borrower (actual or threatened);

                                       39
<PAGE>

19.13 COMPLIANCE

      Duly comply with all applicable laws and regulations and promptly pay
      (when due) all taxes and all outgoings (in each case, net of all allowable
      deductions or other amounts and save where such taxes or outgoings are the
      subject of a bona fide dispute) relating to any assets or property of the
      Borrower from time to time due and payable in both cases, where failure to
      do so may have a material effect on the Borrower's business or financial
      condition;

19.14 INDEMNIFICATION

      Indemnify each of the Finance Parties from and against liabilities
      incurred or suffered pursuant to any present or future environmental laws
      or regulations and arising out of the construction or operation of the
      Project or any other matter connected with the Project or the Site;

19.15 DBFO CONTRACT COPY NOTICES

      Promptly deliver to the Agent copies of any notice or request given or
      received by it under the DBFO Contract pursuant to Clauses 15.2 (Discovery
      of Defects), 22.1 (Required Reports), 22.5 (Revisions to Reports), 24.1
      (Remedial Works), 24.3 (Warning Notices), 24.4 (Increased Monitoring),
      24.5.2 (Secretary of State Step-In), 25 (Statutory Powers), 27.9.2
      (Terrorist Damage), 29.4 (Annual Reconciliation), 30.1.2 (Monthly
      Payments), 30.2.1 (Annual Reconciliation Account), 33 (Force Majeure), 33A
      (Change in Law), 35.3.1 (Claims), 36.2 (Events of Default), 36.3.1
      (Suspension of DBFO Payments), 36.3.5.2 (Programme for Remedying Breach),
      36.5 (Termination in Full), 37.2 (Termination Procedure), 38 (Non-Default
      Termination), 39.1.1.1 (Expulsion from Site), 44.3.4 (Statutory Deduction
      from Payments), 45.3.2 (Storage of Data), Schedule 12 Part I paragraph 2
      (Notification of Eligible Change), Schedule 12 Part 2 paragraphs 1 and 2
      (Department's Works Change), Schedule 12 Part 3 paragraphs 1 and 2
      (Department's Change in Specification), Schedule 12 Part 4 paragraph 1
      (Additional Works), Schedule 12 Part 5 paragraph 1.1 (Compensation
      Events), Schedule 12 Part 6 paragraph 6.1 (Change in Costs), Schedule 13
      Part 1 paragraph 1.1 (Additional Works Notice), Schedule 13 Part 3
      paragraph 1.1 (Subsequent Scheme Notice), Schedule 13 Part 5 paragraph 3.1
      (Safety Improvement Notice) and Schedule 15 paragraphs 1 and 2 (Disputes
      Resolution Procedure);

19.16 NOTIFICATION OF EVENTS UNDER DBFO CONTRACT

      Promptly upon becoming aware of the same, notify the Agent of the
      happening of any Compensation Event, Delay Event, or Eligible Change to
      the extent it is not otherwise required to do so under Clause 19.15 and
      shall pursue its rights and remedies in relation thereto under the DBFO
      Contract in accordance with the terms and conditions thereof (where
      failure to do so may have a Material Adverse Effect or a material adverse
      effect on the interests of the Banks) and shall keep the Agent informed in
      relation thereto;

                                       40
<PAGE>

19.17 NOTIFICATION OF EVENTS UNDER CONSTRUCTION CONTRACT

      Promptly upon becoming aware of the same, notify the Agent of (i) any
      continuing and material breach of the Construction Contract which is
      unremedied; and (ii) notify the Agent and the Technical Adviser of, and
      involve the Agent and the Technical Adviser in, any consultation process
      relating to a dispute or difference under the Construction Contract;

19.18 INFORMATION

      Promptly deliver to the Agent in sufficient copies for the Banks:

      (i)   each Annual Report issued by it pursuant to Schedule 14 Part 2
            paragraph 3 of the DBFO Contract;

      (ii)  each Works Programme or variation thereof provided by it pursuant to
            Clause 10 of the DBFO Contract;

      (iii) any Termination Accounts (and annexures) prepared pursuant to Clause
            40.1 of the DBFO Contract;

      (iv)  all reports and/or information required to be supplied by the
            Borrower to the Secretary of State pursuant to the DBFO Contract;

19.19 PROTESTOR ACTION

      Promptly notify the Agent of any protestor action as contemplated by
      Clause 8.11 of the DBFO Contract;

19.20 PENALTY POINTS

      Promptly notify the Agent of the receipt by it of (i) a cumulative total
      of 10 (or any multiple thereof) Penalty Points in any 12 month period; and
      (ii) once it has received a cumulative total of 80 or more Penalty Points
      in any 12 month period, each Penalty Point received by it thereafter;

19.21 REVISED FINANCIAL MODEL

      Promptly deliver to the Agent in the event that the Financial Model is
      amended or varied a computer disc containing such revised Financial Model
      in an agreed format;

19.22 COPIES OF SUB-CONTRACTS

      Ensure that any sub-contracts providing for the carrying out of operations
      and maintenance services required to be carried out by the Borrower under
      the DBFO Contract are renewed or replaced at least three months prior to
      the expiry thereof (and promptly deliver to the Agent certified true
      copies of any such renewal or replacement); any such renewed or replaced
      sub-contracts shall themselves be renewed or replaced

                                       41
<PAGE>

      three months prior to their expiry (and copies of any such renewed or
      replacement sub-contracts delivered to the Agent) and so on;

19.23 PROJECT DOCUMENTS

      Without prejudice to Clause 19.22 deliver to the Agent certified true
      copies of any further Project Documents entered into by it after the date
      hereof;

19.24 NOVATION OF OPERATIONS AND MAINTENANCE CONTRACTS

      If so requested by the Agent, procure that any operations and maintenance
      contract entered into by it as referred to in Clause 17.22 is made on
      terms such that it is capable of being novated in favour of the Banks
      and/or any nominee of the Banks in the event the Banks exercise their
      step-in rights under the Direct Agreement;

19.25 FINANCIAL STATEMENTS

      Deliver to the Agent in sufficient copies for the Banks, as soon as
      practicable following publication thereof, the published audited financial
      statements (consolidated where appropriate) of YLHL, each of the Promoters
      and each Relevant Group Company;

19.26 DEFECTS

      Upon becoming aware of the same, promptly notify the Contractor of any
      Latent Defects or any other material defect and, if the Contractor is
      obliged to remedy such defect, require such defects to be remedied by the
      Contractor in accordance with the terms of the Construction Contract;

19.27 SUPPLY OF INFORMATION BY AGENT

      Permit the Agent to deliver to the Secretary of State any information
      relating to the Project which is in the possession or under the control of
      the Agent or the Banks in accordance with Clause 4.15 of the Direct
      Agreement;

19.28 ISSUE OF INFORMATION MEMORANDUM

      Promptly deliver to the Agent all information necessary for the
      Information Memorandum to be issued;

19.29 INTELLECTUAL PROPERTY

      The Borrower hereby covenants with the Agent on behalf of the Banks on
      like terms, mutatis mutandis, to Clauses 45.1, 45.2, 45.3.1 and 45.6.1 of
      the DBFO Contract.

20.   REPRESENTATIONS BY THE BORROWER

      The following representations shall be deemed to be made by the Borrower
      on the date of each Utilisation Request (by reference to the facts and
      circumstances then existing).

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<PAGE>

20.1  VALIDITY AND ADMISSIBILITY IN EVIDENCE

      All acts, conditions and things required to be done, fulfilled and
      performed (including, without limitation, the obtaining of all consents,
      licences, permits, approvals, authorisations, rights of way, easements and
      access to any part of the Project site as and when required) in order (a)
      to enable it lawfully to carry out the Project, (b) to enter into,
      exercise its rights under and perform and comply with the obligations
      expressed to be assumed by it in each of the Finance Documents, (c) to
      ensure that the obligations expressed to be assumed by it in each of the
      Finance Documents are legal, valid and binding and (d) to make each of the
      Finance Documents admissible in evidence in England have been done,
      fulfilled and performed.

20.2  BINDING OBLIGATIONS

      Subject to the legal qualifications (but not the qualifications and
      assumptions of fact) contained in the legal opinion of Clifford Chance LLP
      to be delivered under paragraph (xix) of Schedule 1 of the Amendment and
      Restatement Agreement, the obligations expressed to be assumed by it in
      each of the Finance Documents are legal and valid obligations binding and
      enforceable on it in accordance with the terms thereof.

20.3  NO MATERIAL DEFAULTS

      It is not is in breach of or in default under any agreement to which it is
      a party or which is binding on it or any of its assets to an extent or in
      a manner which would or could reasonably be expected to have a Material
      Adverse Effect.

20.4  NO MATERIAL PROCEEDINGS

      No action or administrative proceedings (other than in relation to the
      Part 1 Liabilities) of or before any court or agency which could
      reasonably be expected to have a Material Adverse Effect has been started
      or (so far as it is aware) threatened.

20.5  NO OBLIGATION TO CREATE SECURITY

      Its execution of each of the Relevant Documents and its exercise of its
      rights and performance of its obligations thereunder will not result in
      the existence of nor oblige it to create any encumbrance over all or any
      of its present or future revenues or assets.

20.6  EXECUTION OF THE RELEVANT DOCUMENTS

      Its execution of each of the Relevant Documents and its exercise of its
      rights and performance of its obligations thereunder do not and will not:

      (i)   conflict with any agreement, mortgage, bond or other instrument or
            treaty to which it is a party or which is binding upon it or any of
            its assets;

      (ii)  conflict with its constitutive documents and rules and regulations;
            or

                                       43
<PAGE>

      (iii) conflict with any applicable law or any legally binding regulation
            or official or judicial order.

20.7  INSURANCES

      The Insurances required to have been effected pursuant to Clause 19.11
      (Insurances) have been duly effected and remain in full force and effect
      and there has been no failure to disclose or (to the best of the knowledge
      and belief of the Borrower) any other event or circumstance which is
      reasonably likely to entitle any insurer to avoid the same or to reduce
      its liability thereunder to an amount less than the limit of liability
      expressly stated in the relevant policy.

20.8  INTELLECTUAL PROPERTY

      The Borrower has available to it all intellectual property of any
      description which is material to the carrying out by it of the Project.

20.9  EVENT OF DEFAULT

      No Event of Default has occurred hereunder which has not been already
      waived or remedied;

21.   NEGATIVE COVENANTS

      The Borrower shall not:

21.1  NEGATIVE PLEDGE

      Create or permit to subsist any encumbrance over all or any of its present
      or future revenues or assets other than:

      (i)   any lien arising by operation of law in the ordinary course of
            business and securing amounts not more than 20 days overdue or which
            are being contested in good faith;

      (ii)  the Security Documents;

      (iii) subject to the priority of the Security Documents any encumbrance in
            respect of unpaid tax or arising under an attachment or similar
            process or out of judgements or awards whilst the tax or other
            amount concerned is being contested by the Borrower in good faith on
            reasonable grounds;

      (iv)  any encumbrance contained in a Finance Document;

      (v)   any encumbrance which consists of a retention of title on normal
            commercial terms imposed by a supplier of materials and equipment to
            the Borrower in the ordinary course of its business;

                                       44
<PAGE>

      (vi)  a legal charge granted to the Secretary of State or any of the
            Senior Financiers over the Retention Account;

      (vii) any encumbrance in favour of EIB pursuant to Clause 4.1.2(c) of the
            EIB Facility Agreement;

21.2  LOANS AND GUARANTEES

      Make any loans, grant any credit (save in the ordinary course of business)
      or give any guarantee or indemnity in respect of financial indebtedness
      (save as contemplated hereby) to or for the benefit of any person or
      otherwise voluntarily assume any liability, whether actual or contingent,
      in respect of any obligation of any other person other than:

      (i)   loans in favour of employees not at any time exceeding (pound)50,000
            in aggregate;

      (ii)  as contained in any Finance Document;

      (iii) Authorised Investments permitted by the Intercreditor Agreement;

      (iv)  loans made on terms and conditions substantially similar to those
            contained in the Upstream Loan Agreement for the purpose of making
            any Distributions in accordance with the Intercreditor Agreement;

      (v)   loans permitted pursuant to Clause 12.3(xviii) of the Intercreditor
            Agreement, provided that in the case of loans on terms not
            substantially similar to those contained in the Upstream Loan
            Agreement the terms of any such loans have been previously approved
            by the Agent (acting on the instructions of the Majority Banks)
            (such approval not to be unreasonably withheld); or

      (vi)  loans made from amounts standing to the credit of the Company
            Account on the terms and conditions of an Upstream Loan Agreement;

21.3  ALTERATION OF SHARE RIGHTS

      Alter any rights attaching to its issued shares in existence at the date
      hereof or issue any new shares other than to YLHL;

21.4  DISPOSALS

      Save as contemplated hereby and by the Intercreditor Agreement, sell,
      lease, transfer or otherwise dispose of, by one or more transactions or
      series of transactions (whether related or not), the whole or any part of
      its revenues or its assets other than the disposal of immaterial assets
      which are worn out or obsolete or assets which are to be replaced;

21.5  ABANDONMENT

      Abandon or withdraw from the Project or propose any abandonment or
      withdrawal from the Project (other than to the Banks);

                                       45
<PAGE>

21.6  TERMINATION OR AMENDMENT ETC OF DBFO CONTRACT OR CONSTRUCTION CONTRACT

      Terminate, suspend, cancel, amend or vary (i) the DBFO Contract (except
      that the Borrower may agree amendments or variations to the DBFO Contract
      (other than to Clauses 3.3, 3.4, 4, 8, 9, 10, 11, 12, 13, 15, 17, 19, 24,
      25, 27.9, all of Parts IV and V, Clauses 41, 43, 48, 51 or Schedules 1, 2,
      3, 4, 6, 9, 11, 12, 13, 15, Part 2 of Schedule 16 or Schedule 18 thereof)
      to the extent that such amendment or variation is beneficial or immaterial
      to the interests of the Banks and does not have a Material Adverse Effect)
      or (ii) (by itself or through the Employer's Agent) the Construction
      Contract (other than to Clauses 6.2.2, 17, 31.3 or 35 thereof and to the
      extent that any amendment or variation of such Clauses is beneficial or
      immaterial to the interests of the Banks and in either case does not have
      a Material Adverse Effect);

21.7  AMENDMENTS OF OTHER PROJECT DOCUMENTS

      Amend or vary any of the terms and conditions of any Project Document
      (other than the DBFO Contract and the Construction Contract) in any way
      which may have a Material Adverse Effect or have a material adverse effect
      on the interests of the Banks;

21.8  TERMINATION ETC OF OTHER PROJECT DOCUMENTS

      Terminate, suspend or cancel any of the Project Documents (other than the
      DBFO Contract and the Construction Contract) unless the Borrower has
      supplied to the Agent a substitute for any Project Document (the form,
      terms and parties of which are satisfactory to, and approved by, the
      Majority Banks prior to its execution);

21.9  NEW PROJECT DOCUMENTS

      Enter into any new Project Documents except:

      (i)   contracts expressly permitted under any other provision of this
            Agreement;

      (ii)  contracts approved by the Majority Banks; or

      (iii) contracts which are immaterial (including contracts of employment
            for employees);

21.10 AMENDMENT OF EIB FACILITY

      Amend or vary any of the terms and conditions of the EIB Facility
      Agreement or (save as shall be required to comply with the provisions of
      the Project Documents) take any action or omit to take any action which
      would or might result in the conditions contained in Clause 12.1 (Release
      Condition) thereof not being fulfilled on the dates therein specified;

21.11 ASSIGNMENT BY CONTRACTOR

      Consent to any assignment by the Contractor of the Construction Contract
      or any part thereof or any benefit, obligation or interest therein or
      thereunder;

                                       46
<PAGE>

21.12 FINANCIAL INDEBTEDNESS

      Incur any financial indebtedness, whether direct or indirect, actual or
      contingent, other than:

      (i)   under the Finance Documents;

      (ii)  under the agreements evidencing the Subordinated Loans;

      (iii) any financial indebtedness as permitted by Clause 21.17;

      (iv)  operating leases or hire purchase agreements where the amount of
            rentals payable does not exceed (pound)100,000 (indexed in line with
            RPI) in any year; and

      (v)   any loans made by either of the Promoters or YLHL which are
            subordinated to the priority level of and pari passu with
            Distributions;

21.13 THE BORROWER'S BUSINESS

      Carry on any business other than such business as is contemplated by the
      DBFO Contract, or as may be related or incidental thereto, or establish
      any subsidiary or merge or consolidate with any other person;

21.14 AVOIDANCE OF INSURANCES

      Take or omit to take any action whereby any of the Insurances which it is
      required to carry may become avoided;

21.15 AMENDMENT OF SUBORDINATED FACILITIES/UPSTREAM LOAN AGREEMENT

      Amend or vary any of the terms and conditions of the Commercial
      Subordinated Loan Agreement or the Upstream Loan Agreement unless the
      Majority Banks, acting reasonably, consider that such amendment or
      variation is not adverse to their interests;

21.16 PAYMENTS OF SUBORDINATED LOANS

      Pay any interest or fees, repay or prepay any principal or make any other
      payment in connection with any of the Subordinated Loans other than in
      accordance with the payment cascade set out in Clause 12.3 of the
      Intercreditor Agreement or from amounts standing to the credit of the
      Company Account;

21.17 FURTHER HEDGING ARRANGEMENTS

      Enter into any hedging arrangements (including any forward foreign
      exchange transactions, options or swaps) without the consent of the
      Majority Banks (save for (i) the Hedging Contracts and (ii) hedging
      arrangements in respect of that portion of the Subordinated Facility
      Documents where the Borrower's interest rate exposure is floating
      providing that such hedging arrangements are with a Subordinated Lender
      (as defined in

                                       47
<PAGE>

      the Intercreditor Agreement) and that the Borrower's liabilities
      thereunder and/or in relation thereto are Subordinated Liabilities (as
      defined in the Intercreditor Agreement));

21.18 ADDITIONAL WORKS

      Tender, or enter into any contract, for Additional Works;

21.19 PROPOSALS

      Make any proposal for any Alternative Proposal, DBFO Co's Works Change,
      Improvement, Safety Improvement or Subsequent Scheme or, if to do so may
      have a Material Adverse Effect or a material increase in cost or result in
      a claim for an increase in price under the Construction Contract, make any
      other proposal or take any other action as is contemplated by Clause 3.2
      or 12.2.1 of the DBFO Contract;

21.20 COSTS AND LIABILITIES

      Incur any costs or liabilities in connection with the operation of the
      Project and the carrying out of its rights and obligations under the DBFO
      Contract otherwise than:

      (i)   as contemplated in the Project Budget most recently delivered by the
            Borrower to the Agent pursuant to Clause 16 (Project Budgets) as the
            same may be agreed pursuant to Clause 16.3 (Agreement of Project
            Budget); or

      (ii)  as required to comply with its obligations under any Project
            Document provided that, if the incurring of such liability would
            result in the aggregate of costs and liabilities incurred and
            forecast to be incurred in the financial year covered by the Project
            Budget being in excess of the amount stated in the Project Budget,
            the payment of such excess can be funded from:

            (a)   funds made available pursuant to DBFO Contract (other than
                  funds which are or will be required on (or on the Repayment
                  Date next following) receipt thereof to be applied under the
                  terms and conditions of the agreements(s) evidencing the
                  relevant indebtedness in accordance with Clause 12.3 of the
                  Intercreditor Agreement); and/or

            (b)   the (pound)100,000 balance that is to stand to the credit of
                  the Operating Amount; and/or

            (c)   the proceeds of any share subscription or subordinated loans
                  permitted hereunder which have been received or have been
                  unconditionally committed (but, if committed, the commitment
                  must be given by counterparties and in form and substance
                  satisfactory to the Majority Banks);

                                       48
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21.21 EXERCISE OF RIGHTS

      Without prejudice to the Borrower's obligation to comply with its
      obligations under the Construction Contract, exercise or omit to exercise,
      or allow the Employer's Agent to exercise or omit to exercise, any of its
      rights, powers or discretions under the Construction Contract if to do so
      may have a Material Adverse Effect;

21.22 ACCOUNTING REFERENCE DATE

      Change its accounting reference date;

21.23 FINANCIAL MODEL

      Amend or vary the Financial Model unless otherwise permitted pursuant to
      this Agreement or the Intercreditor Agreement;

21.24 EMPLOYER'S AGENT ETC

      Without prior notification to, and consultation with, the Agent and the
      Technical Adviser, (i) authorise the Contractor to publish any articles or
      other material relating to any dispute arising under the Construction
      Contract or any information regarding any such dispute, (ii) refer any
      dispute under the Construction Contract to the Dispute Resolution
      Procedure, or (iii) agree any replacement for the Independent Engineer or
      any variation to the Independent Engineer's terms of appointment;

21.25 CONSORTIUM RELIEF

      Do anything which would prevent it from complying with its obligations
      under Clause 17 of the Shareholders Agreement;

21.26 DISTRIBUTIONS

      Declare, make or pay any dividends or other distributions except to the
      extent lawful and permitted by Clause 12.3(xviii) of the Intercreditor
      Agreement or to the extent of any amounts standing to the credit of the
      Company Account.

22.   EVENTS OF DEFAULT

22.1  FAILURE TO PAY

      The Borrower fails to pay any sum due from it hereunder or under any other
      Finance Document at the time, in the currency and in the manner specified
      herein within three business days of the date it becomes due.

22.2  MISREPRESENTATION

      Any representation or statement made by the Borrower in this Agreement
      prior to the Amendment Date or any of the other Finance Documents to which
      it is a party or in any notice or other document, certificate or statement
      delivered by the Borrower pursuant

                                       49
<PAGE>

      hereto or thereto or in connection herewith or therewith, is or proves to
      have been incorrect or misleading in any material respect when made.

22.3  SPECIFIC COVENANTS

      The Borrower fails duly to perform or comply with any of the obligations
      expressed to be assumed by it in Clause 15 (Financial Information), Clause
      16 (Project Budgets), Clause 19 of the Intercreditor Agreement (Project
      Forecasts), Clause 18 (Project Accounts and Cashflows), Clause 19.11
      (Insurances) or Clause 20 (Negative Covenants) and (but only in relation
      to Clause 20 and if such failure is capable of remedy in the opinion of
      the Agent) such failure is not remedied within 15 days of such failure.

22.4  OTHER OBLIGATIONS

      Without prejudice to Clause 22.3, the Borrower fails duly to perform or
      comply with any of the obligations expressed to be assumed by it in Clause
      19 (Positive Covenants) not mentioned in Clause 22.3 or with any other
      obligation expressed to be assumed by it in this Agreement or any other
      Finance Document to which it is party and such failure is either not
      capable of remedy or, if capable of remedy, is not remedied in the case of
      any of the obligations in Clause 19 within 15 days of such failure and in
      the case of any other obligation within thirty days after the Agent has
      given notice thereof to the Borrower.

22.5  CROSS DEFAULT

      Any financial indebtedness of the Borrower is not paid when due or, if
      there is an originally agreed grace period, within such grace period, or
      any financial indebtedness of the Borrower is declared to be or otherwise
      becomes due and payable prior to its specified maturity as a result of an
      event of default or mandatory prepayment event (however the same may be
      defined or described, however caused, and whether or not involving fault)
      or any creditor or creditors of the Borrower become entitled to declare
      any financial indebtedness of the Borrower due and payable prior to its
      specified maturity as a result of an event of default or mandatory
      prepayment event (however the same may be defined or described, however
      caused, and whether or not involving fault) Provided that an Event of
      Default shall not occur under this Clause 22.5 (unless the financial
      indebtedness in question includes indebtedness under any Finance Document)
      if (in aggregate) it does not exceed (pound)100,000. For the avoidance of
      doubt the capitalisation of any interest in respect of a Subordinated
      Facility or the deferment of the payment of any Subordinated Facility
      pursuant to the terms of the Intercreditor Agreement shall not of itself
      constitute an Event of Default under this Clause 22.5.

22.6  DEFAULT OF PROMOTERS OR RELEVANT GROUP COMPANY

      Subject to Clause 22.30, prior to the twelfth anniversary of the date of
      issue of the Completion Certificate any financial indebtedness of either
      Promoter or any Relevant Group Company is not paid within two business
      days of the due date or, if there is an originally agreed grace period
      which is longer, within such grace period or any financial indebtedness of
      either Promoter or any Relevant Group Company is declared to be or
      otherwise becomes due and payable prior to its specified maturity as a
      result of an event

                                       50
<PAGE>

      of default or mandatory prepayment event (however the same may be defined
      or described, however caused, and whether or not involving fault) or any
      creditor or creditors of either Promoter or any Relevant Group Company
      become entitled to declare any financial indebtedness of either Promoter
      or any Relevant Group Company due and payable prior to its specified
      maturity as a result of an event of default or mandatory prepayment event
      (however the same may be defined or described, however caused, and whether
      or not involving fault) Provided that an Event of Default shall not occur
      under this Clause 22.6 if such financial indebtedness (in the case of
      Macquarie European Infrastructure Plc) does not exceed (pound)5,000,000 in
      aggregate or (in the case of Balfour Beatty plc and Balfour Beatty Civil
      Engineering Limited) does not exceed (pound)5,000,000 in respect of any
      one obligation and does not exceed (pound)20,000,000 in aggregate and is,
      in either case, incurred other than under a Relevant Document.

22.7  INSOLVENCY AND RESCHEDULING

      Subject to Clause 22.30: (a) the Borrower, or (b) any Promoter or any
      Relevant Group Company prior to the twelfth anniversary of the date of
      issue of the Completion Certificate, is unable to pay its debts as they
      fall due, commences negotiations with any one or more of its creditors
      with a view to the general readjustment or rescheduling of its
      indebtedness or makes a general assignment for the benefit of or a
      composition with its creditors.

22.8  WINDING-UP

      Subject to Clause 22.30: (a) the Borrower, or (b) any Promoter or any
      Relevant Group Company prior to the twelfth anniversary of the date of
      issue of the Completion Certificate, takes any corporate action or other
      steps are taken or legal proceedings are started (other than frivolous or
      vexatious actions) for its winding-up, dissolution, administration or
      re-organisation or for the appointment of a liquidator, receiver,
      administrator, administrative receiver, conservator, custodian, trustee or
      similar officer of it or of any or all of its revenues and assets Provided
      that this Clause 22.8 will not apply to any step or legal proceeding
      (other than a petition for an administration) if (i) the action concerned
      is not initiated, acquiesced in, nor supported by the Borrower, Promoter
      or Relevant Group Company or any Affiliate and that action is discharged
      within 21 days to the satisfaction of the Majority Banks or (ii) the
      action concerned is a voluntary solvent amalgamation, reconstruction,
      reorganisation, merger or consolidation or equivalent or analogous
      procedure in relation to the Promoter or any Relevant Group Company.

22.9  EXECUTION OR DISTRESS

      Subject to Clause 22.30, any execution or distress is levied against
      (unless any such execution is discharged within 14 days and is for an
      aggregate amount not exceeding (pound)100,000 in the case of the Borrower
      and the Contractor and (pound)1,000,000 in any other case), or an
      encumbrancer takes possession of, the whole or any part of, the property,
      undertaking or assets of, any of the Borrower or, prior to the twelfth
      anniversary of the date of issue of the Completion Certificate, any of the
      Relevant Group Companies.

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22.10 ANALOGOUS EVENTS

      Subject to Clause 22.30, any event occurs which under the laws of any
      jurisdiction has a similar or analogous effect to any of those events
      mentioned in Clause 22.7 (Insolvency and Rescheduling), Clause 22.8
      (Winding-up) or Clause 22.9 (Execution or Distress).

22.11 GOVERNMENTAL INTERVENTION

      By or under the authority of any government, (a) the management of the
      Borrower is wholly or partially displaced or the authority of the Borrower
      in the conduct of its business is wholly or partially curtailed or (b) all
      or a majority of the issued shares of the Borrower or YLHL, or the whole
      or any part of the Borrower's revenues or assets is seized, nationalised,
      expropriated or compulsorily acquired (other than a nonmaterial part
      thereof not required for the Project).

22.12 OWNERSHIP ETC.

      YLHL transfers or otherwise disposes (legally or beneficially) of any of
      the shares in the Borrower held by it; or (ii) there is a breach of Clause
      41.3 of the DBFO Contract.

22.13 THE BORROWER'S BUSINESS

      The Borrower carries on any business other than such business as is
      contemplated by the DBFO Contract, or as may be related or incidental
      thereto, or establishes any subsidiary or merges or consolidates with any
      other person.

22.14 REPUDIATION

      The Borrower repudiates this Agreement or any of the other Finance
      Documents or does or causes to be done any act or thing evidencing an
      intention to repudiate this Agreement or any of the other Finance
      Documents.

22.15 VALIDITY AND ADMISSIBILITY

      At any time any act, condition or thing required at such time to be done,
      fulfilled or performed in order (a) to enable the Borrower lawfully to
      carry out the Project in all material respects and to enter into, exercise
      its rights under and perform the obligations expressed to be assumed by it
      in each of the Finance Documents, (b) to ensure that the obligations
      expressed to be assumed by the Borrower in each of the Finance Documents,
      are, subject to the qualifications of law (but not fact) set out in the
      legal opinion of Clifford Chance delivered to the persons who were then
      the Banks on or about the Execution Date, legal, valid and binding or (c)
      to make each of the Finance Documents admissible in evidence in England,
      is not done, fulfilled or performed.

22.16 ILLEGALITY

      At any time it is or becomes unlawful for the Borrower to perform or
      comply with any or all of its obligations under any of the Finance
      Documents or any of the obligations of the

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      Borrower under any of the Finance Documents are not or cease to be legal,
      valid and binding subject, in each case, to the qualifications of law (but
      not fact) set out in the legal opinion of Clifford Chance delivered to the
      Banks on or about the date of the Amendment and Restatement Agreement.

22.17 ADVERSE CHANGE

      Any circumstances arise which give reasonable grounds in the reasonable
      opinion of the Majority Banks for belief that there has been an adverse
      change (since the date of this Agreement) in the Project or the financial
      condition of the Borrower which is likely to have a Material Adverse
      Effect.

22.18 DEFAULT UNDER DBFO CONTRACT AND CONSTRUCTION CONTRACT

      The happening of any event of default or Termination Event as referred to
      or defined in the DBFO Contract or the happening of any default entitling
      termination by the Borrower under the Construction Contract.

22.19 PENALTY POINTS

      If:

      (i)   the Borrower is awarded a total of 100 or more Penalty Points (after
            taking into account the reduction (if any) in Penalty Points
            pursuant to the proviso to Clause 24.2.1 of the DBFO Contract) in
            one year; or

      (ii)  having already received one Warning Notice, the Borrower is awarded
            a total of 200 or more Penalty Points (after taking into account the
            reduction (if any) in Penalty Points pursuant to the proviso to
            Clause 24.2.1 of the DBFO Contract) in any subsequent three year
            period,

      and in either case:

            (a)   the Borrower is unable to demonstrate within 7 days thereof to
                  the reasonable satisfaction of the Agent that the level of
                  Penalty Points is a direct result only of management
                  difficulties and it has taken measures which have corrected
                  the management difficulties which have given rise to such a
                  level of Penalty Points being awarded at such a rate; or

            (b)   if the Borrower does demonstrate the above, but a further 25
                  or more Penalty Points are awarded within the immediately
                  following 60 day period,

      Provided that any Penalty Points which are being disputed in good faith
      pursuant to Clause 24.2.3 or 24.2.4 of the DBFO Contract shall only be
      taken into account to the extent they are taken into account in the DBFO
      Contract.

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22.20 ABANDONMENT

      The Borrower abandons or withdraws from the Project or evidences any
      intention of abandoning or withdrawing from the Project.

22.21 BREACH OF CONSTRUCTION CONTRACT

      The Contractor serves any notice of termination of the Construction
      Contract in accordance with the terms thereof or the Contractor is in
      breach under the Construction Contract and such breach may have a Material
      Adverse Effect.

22.22 TERMINATION

      Any party to any of the other Project Documents serves any notice of
      termination, cancellation, suspension or default thereof in accordance
      with the terms thereof or is in default of its obligations thereunder (if
      such termination, cancellation, suspension or default may have a Material
      Adverse Effect).

22.23 RATIOS

      As evidenced by any Project Forecast delivered pursuant to the
      Intercreditor Agreement, the Annual Debt Service Cover Ratio or the
      Forecast Annual Debt Service Cover Ratio produced in accordance with
      Clause 19.2(v)(a) of the Intercreditor Agreement is less than 1.05:1.

22.24 ENVIRONMENTAL LIABILITY

      Any Finance Party incurs or will incur any material liability (not
      including, for the avoidance of doubt, a liability which would only arise
      upon an enforcement of security held by it) under or pursuant to any
      environmental law, decree, regulation, civil action or penal notice which
      such liability would not have been incurred by such person if such person
      was not party to the arrangements established under or pursuant to the
      Relevant Documents in the capacity or capacities in which such person is
      from time to time so party and within thirty days of notification thereof
      to the Borrower no proposal has been made by the Borrower which is
      acceptable to such person for the unconditional discharge or cancellation
      of such liability in full and/or the compensation of such person in
      respect thereof.

22.25 CONSENTS ETC

      Any consent, licence, permit, approval or authorisation in relation to the
      Project or any Relevant Document is suspended, cancelled, revoked,
      forfeited, surrendered or terminated (whether in whole or in part) or
      otherwise ceases to be in full force and effect to an extent or in a
      manner which will have a Material Adverse Effect.

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<PAGE>

22.26 TOTAL LOSS

      The whole or any material part of the Project is assessed by the relevant
      insurers to constitute a total loss for insurance purposes.

22.27 NO MATERIAL PROCEEDINGS

      (i)   Any actions or administrative proceedings of or before any court or
            agency have been started or threatened which could reasonably be
            expected to have a Material Adverse Effect, other than in relation
            to the Part 1 Liabilities.

      (ii)  If, in relation to the Part 1 Liabilities:

            (1)   a first judgment is granted against the Borrower in favour of
                  the Secretary of State in an amount (the "Judgment Amount")
                  which together with all outstanding costs, fees and expenses
                  relating thereto for which the Borrower is or will be liable,
                  is in excess of the amount then standing to the credit of the
                  Claims Reserve Account;

            (2)   a project forecast (prepared by utilising the Financial Model
                  in substantially the same form as the then current Financial
                  Model but adjusted to take into account the amount in excess
                  of the Claims Reserve Account and any other adjustments which
                  the Agent, acting reasonably following consultation with the
                  Borrower) shows that at any time prior to the Final Repayment
                  Date an Event of Default as set out in Clause 22.23 of this
                  Agreement or Clause 10.1(e) of the EIB Facility Agreement has
                  occurred or will occur; and

            (3)   either the Borrower or the shareholders of the Borrower do not
                  within 30 days of notification by the Agent that the project
                  forecast prepared in accordance with Clause 22.27(ii)(2) shows
                  that an Event of Default as set out in Clause 22.23 of this
                  Agreement or Clause 10.1(e) of the EIB Facility Agreement has
                  occurred or will occur, deposit into the Claims Reserve
                  Account an amount required to ensure that such Event of
                  Default is immediately remedied or shall not occur.

      For the purposes of this Clause 22.27(ii):

      (a)   the provisions of Clause 19 of the Intercreditor Agreement shall not
            apply; and

      (b)   the project forecast shall be prepared by the Agent; and

      (c)   the Borrower shall promptly upon being requested to do so by the
            Agent, provide the Agent with a reasonable estimate of all
            outstanding costs, fees and expenses contemplated in Clause
            22.27(ii)(1).

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22.28 ACCELERATION AND CANCELLATION

      Upon the occurrence of an Event of Default and at any time thereafter if
      the Event of Default is continuing, the Agent (if so instructed by
      Majority Banks and subject to Clause 28.2 of the Intercreditor Agreement)
      shall, by written notice to the Borrower:

      (i)   declare the Advances to be immediately due and payable (whereupon
            the same shall become so payable together with accrued interest
            thereon and any other sums then owed by the Borrower hereunder) or
            declare the Advances to be due and payable on demand of the Agent;
            and/or

      (ii)  require the Borrower to deposit (and the Borrower shall forthwith so
            deposit) into the Cash Collateral Account an amount equal to the
            maximum aggregate actual and contingent liability of each Bank and
            the Issuing Bank under the Letters of Credit; and/or

      (iii) require the Security Trustee to exercise any and all such rights as
            may be available to it under any of the Security Documents and/or
            require the Intercreditor Agent to exercise any and all such rights
            (including step-in rights) as may be available to it under the
            Direct Agreement.

22.29 ADVANCES DUE ON DEMAND

      If, pursuant to Clause 22.28 (Acceleration and Cancellation), the Agent
      declares the Advances to be due and payable on demand of the Agent or
      pursuant to Clause 5.2(iii) (Conversion to Tranche B Advance) an Advance
      is repayable on demand of the Agent, then, and at any time thereafter, the
      Agent (if so instructed by Majority Banks and subject to Clause 28.2 of
      the Intercreditor Agreement) shall by written notice to the Borrower:

      (i)   require repayment of the Advances on such date as it may specify in
            such notice (whereupon the same shall become due and payable on such
            date together with accrued interest thereon and any other sums then
            owed by the Borrower hereunder) or withdraw its declaration with
            effect from such date as it may specify in such notice; and/or

      (ii)  select as the duration of any Interest Period which begins whilst
            such declaration remains in effect a period of six months or less.

22.30 PROMOTER AND RELEVANT GROUP COMPANY

      If any of the events referred to in Clause 22.6 to 22.10 occurs in
      relation to a Promoter or a Relevant Group Company it shall not thereby
      constitute an Event of Default unless the event in question is reasonably
      likely to have a Material Adverse Effect or to materially affect the
      interests of the Finance Parties (after taking account of the ability of
      the other Promoter or Relevant Group Companies (as the case may be) to
      which the events have not occurred to comply with their respective
      obligations under the Relevant Documents).

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                                     PART 8
                         DEFAULT INTEREST AND INDEMNITY

23.   DEFAULT INTEREST, INDEMNITY AND RELEASE

23.1  DEFAULT INTEREST

      Each Unpaid Sum shall bear interest for the period from and including the
      date on which it fell due up to but excluding the date of actual payment
      and calculated by reference to successive Interest Periods relating
      thereto each of which (other than the first) shall start on the last day
      of the preceding such Interest Period and the duration of each of which
      shall be selected by the Agent (having regard to the likely period of the
      default) Provided that the first Interest Period relating to an Unpaid Sum
      which is all or part of an Advance which became due and payable otherwise
      than on the last day of an Interest Period relating to that Advance shall
      be of a duration equal to the unexpired portion of that Interest Period
      relating to that Advance.

23.2  RATE OF DEFAULT INTEREST

      The rate of interest applicable to an Unpaid Sum during an Interest Period
      relating thereto (both before and after judgment) shall be the percentage
      rate per annum which exceeds by one per cent. the rate which would have
      been applicable thereto had it been an Advance with a corresponding
      Interest Period Provided that the rate of interest applicable to an Unpaid
      Sum which is all or part of an Advance which became due and payable
      otherwise than on the last day of an Interest Period relating to that
      Advance shall, during the first Interest Period relating to that Unpaid
      Sum, be the percentage rate per annum which exceeds by one per cent. the
      rate applicable to that Advance immediately before it became so due and
      payable.

23.3  PAYMENT OF DEFAULT INTEREST

      Interest on an Unpaid Sum accrued under Clause 23.1 shall be due and
      payable and shall be paid by the Borrower at the end of each Interest
      Period relating thereto or on such other date as the Agent may specify by
      written notice to the Borrower.

23.4  BROKEN PERIODS

      If any Bank receives or recovers all or any part of its share of an
      Advance or an Unpaid Sum otherwise than on the last day of the then
      current Interest Period relating thereto, the Borrower shall pay to the
      Agent for account of that Bank within seven days of demand such an amount
      equal to the amount (if any) by which (a) the additional interest which
      would have been payable on the amount so received or recovered had it been
      received or recovered on the last day of that Interest Period exceeds (b)
      the amount of interest which in the reasonable opinion of the Agent would
      have been payable to the Agent on the last day of that Interest Period in
      respect of a sterling deposit equal to the amount so received or recovered
      placed by it with a prime bank in London for a period starting on the
      third business day following the date of such receipt or recovery and
      ending on the last day of that Interest Period.

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<PAGE>

23.5  BORROWER'S INDEMNITY

      The Borrower undertakes to indemnify:

      (i)   each of the Finance Parties in respect of all proceedings, costs,
            claims, liabilities, damages, demands, penalties, losses, expenses
            and fees (including legal fees and cash) which it may sustain or
            incur as a consequence of, or in any way relating to, any default by
            the Borrower in the due performance of any of the obligations
            expressed to be assumed by it in any of the Finance Documents;

      (ii)  each Bank against any loss it may suffer or incur as a result of its
            funding or making arrangements to fund its portion of an Advance
            requested by the Borrower hereunder but not made by reason of the
            operation of any one or more of the provisions hereof; and

      (iii) each Finance Party which is party to a Hedging Contract in
            accordance with the terms of the relevant Hedging Contract.

23.6  UNPAID SUMS AS ADVANCES

      For the purposes of Clause 14.1 (Increased Costs) and Schedule 6
      (Associated Costs Rate), each Bank's share of an Unpaid Sum shall be
      treated as an advance made by that Bank hereunder.

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                                     PART 9
                                    PAYMENTS

24.   CURRENCY OF ACCOUNT AND PAYMENT

24.1  CURRENCY OF ACCOUNT

      Sterling is the currency of account and payment for each and every sum at
      any time due from the Borrower hereunder.

25.   ACCOUNTS, ETC

25.1  BANKS' ACCOUNTS

      Each Bank shall maintain in accordance with its usual practice accounts
      evidencing the amounts from time to time lent by and owing to it
      hereunder.

25.2  AGENT'S ACCOUNT

      The Agent shall maintain on its books a control account or accounts in
      which shall be recorded (i) the amount of each sum due or to become due
      from the Borrower hereunder and each Bank's share therein and (ii) the
      amount of any sum received or recovered by the Agent hereunder and each
      Bank's share therein.

25.3  OBLIGATIONS OF THE BORROWER

      In any legal action or proceedings arising out of or in connection with
      this Agreement, the entries made in the accounts maintained pursuant to
      Clauses 25.1 and 25.2 shall, in the absence of manifest error, be prima
      facie evidence of the existence and extent of the obligations of the
      Borrower therein recorded.

25.4  CALCULATIONS

      Commission and interest payable hereunder shall be calculated on the basis
      of a year of 365 days and the actual number of days elapsed.

25.5  REFERENCE BANKS' QUOTATIONS

      If a quotation required of a Reference Bank under the foregoing provisions
      of this Agreement cannot be obtained by the Agent, the rate for which such
      quotation was required shall be determined on the basis of those
      quotations which are supplied to the Agent.

25.6  WEIGHTED AVERAGE INTEREST RATES

      If a Bank fails to supply the Agent with a rate required for the purpose
      of the determination of a weighted average under Clause 8.1(ii) (Market
      Disruption), that Bank shall be deemed to have supplied the Agent with a
      rate equal to the arithmetic mean of

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<PAGE>

      the rates which were supplied to the Agent for the purpose of determining
      that weighted average.

25.7  BANKS' CERTIFICATES

      A certificate of a Bank as to the amount for the time being required to
      indemnify it against any such cost or liability as is mentioned in Clause
      14.1 (Increased Costs) shall (a) in the absence of manifest error, be
      prima facie evidence in any legal action or proceedings arising out of or
      in connection with this Agreement and (b) give reasonable details of the
      amount claimed and be accompanied by documentary evidence in support
      thereof to the extent practicable and lawful Provided that such Bank shall
      not be obliged pursuant hereto to disclose any confidential information
      relating to the organisation of its affairs.

26.   PAYMENTS

26.1  PAYMENTS TO THE AGENT

      On each date on which an amount is due from the Borrower hereunder the
      Borrower shall make the same available to the Agent by payment in sterling
      and in same day funds to the Agent's Account for account of the person or
      persons entitled thereto.

26.2  PAYMENTS BY THE AGENT

      Any payment made under Clause 26.1 for the account of a Bank shall be made
      by the Agent to that Bank for value the same day by transfer for account
      of that Bank's Lending Office to such account of that Bank with such bank
      in London as that Bank shall have previously notified to the Agent on not
      less than five business days' notice.

26.3  NO SET-OFF

      All payments to be made by the Borrower hereunder shall be made free and
      clear of and without deduction for or on account of any set-off or
      counterclaim.

26.4  CLAWBACK

      Where a sum is to be paid hereunder to the Agent for account of another
      person, the Agent shall not be obliged to make the same available to that
      other person until it has been able to establish to its satisfaction that
      it has actually received such sum, but if it does so and it proves to be
      the case that it had not actually received the sum it paid out, then the
      person to whom such sum was so made available shall on request refund the
      same to the Agent together with an amount sufficient to reimburse the
      Agent for any amount it may have been required to pay out by way of
      interest on moneys borrowed to fund the sum in question during the period
      beginning on the due date for payment thereof and ending on the date on
      which it receives the same.

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26.5  INDEMNITY PAYMENTS

      Any payment to be made by the Borrower which is expressed to be by way of
      indemnity shall be paid within 21 days of demand by the Agent therefor.

27.   REDISTRIBUTION OF PAYMENTS AND SET-OFF

27.1  REDISTRIBUTION OF PAYMENTS

      If at any time the proportion which any Bank (a "RECOVERING BANK") has
      received or recovered (whether by payment, exercise of a right of set-off
      or otherwise) in respect of its portion of any payment to be made under
      this Agreement by the Borrower for account of such Bank and one or more
      other Banks ("THE RELEVANT PAYMENT") is greater (the amount of the excess
      being herein called "THE EXCESS AMOUNT") than the proportion thereof
      received or recovered by the Bank or Banks receiving or recovering the
      smallest proportion thereof (which shall include a nil receipt), then:

      (i)   such Recovering Bank shall promptly pay to the Agent an amount equal
            to the excess amount;

      (ii)  there shall thereupon fall due from the Borrower an amount equal to
            the amount paid out by such Recovering Bank pursuant to paragraph
            (i), the amount so due being, for the purposes of this Clause,
            treated as if it were an unpaid part of such Recovering Bank's
            portion of the relevant payment; and

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

      Provided always that this Clause 27.1 shall not oblige the Borrower at any
      time to pay an amount in excess of the aggregate amount of all sums,
      whether actual or contingent, expressed to be then due and payable by the
      Borrower pursuant to the terms of this Agreement.

27.2  REPAYABLE RECOVERIES

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

      (i)   each Bank which has received a share of such relevant sum by reason
            of the implementation of Clause 27.1 (Redistribution of Payments)
            shall, upon request of the Agent, pay to the Agent for account of
            such Recovering Bank an amount equal to its share of such relevant
            sum; and

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      (ii)  there shall thereupon fall due from the Borrower to each such Bank
            an amount equal to the amount paid out by it pursuant to paragraph
            (a) above, the amount so due being, for the purposes hereof, treated
            as if it were the sum payable to such Bank against which such Bank's
            share of such relevant sum was applied.

27.3  SHARING AFTER PROCEEDINGS

      If any Bank shall commence any action or proceeding in any court to
      enforce its rights hereunder after consultation with the other Banks and
      with the consent of the Majority Banks (such consent not to be
      unreasonably withheld) and, as a result thereof or in connection
      therewith, shall receive any excess amount (as defined in Clause 27.1),
      then such Bank shall not be required to share any portion of such excess
      amount with any Bank which has the legal right to, but does not, join in
      such action or proceeding or commence and diligently prosecute a separate
      action or proceeding to enforce its rights in another court.

27.4  SET-OFF

      The Borrower authorises each Bank to apply any credit balance to which the
      Borrower is entitled on any account of the Borrower with that Bank in
      satisfaction of any sum due and payable from the Borrower to such Bank
      hereunder but unpaid; for this purpose each Bank is authorised to purchase
      with the monies standing to the credit of any such account such other
      currencies as may be necessary to effect such application. No Bank shall
      be obliged to exercise any right given to it by this Clause, but if it
      does so, it shall promptly notify the Agent, which shall notify the
      Borrower thereof.

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                                     PART 10
                            FEES, COSTS AND EXPENSES

28.   COMMITMENT COMMISSION, L/C COMMISSION AND OTHER COMPENSATIONS

28.1  COMMITMENT COMMISSION

      The Borrower shall pay to the Agent for the account of the Banks a
      commitment commission on the uncancelled amount of the Available Tranche A
      Balance from day to day during the period beginning on the Amendment Date
      and ending on the last day of the Availability Period. Such commitment
      commission to be calculated at the rate of 0.375% per annum and payable
      semi-annually in arrears on each Repayment Date and on the last day of the
      Availability Period.

28.2  L/C COMMISSION

      The Borrower shall pay to the Agent for the account of each Bank
      commission on its Portion of the Required Value (as defined in the EIB
      Facility Agreement) of each Letter of Credit issued by the Issuing Bank
      ("L/C COMMISSION") from day to day during the period beginning on the date
      of issue thereof and ending on the date on which such Bank is under no
      further actual or contingent liability under such Letter of Credit, such
      commission to be calculated at the rate of the Applicable Margin and
      payable semi-annually in arrear and on the date on which the Banks cease
      to be under any further actual or contingent liability under such Letter
      of Credit.

28.3  ISSUING BANK

      The Borrower shall pay to the Issuing Bank for its own account a fee in
      the amounts and at the times specified in a letter dated on or about the
      Amendment Date from the Issuing Bank to the Borrower.

28.4  L/C COSTS

      The Borrower shall from time to time within seven days of demand by the
      Agent pay all stamp duty (if any) and all reasonable costs and expenses
      incurred by a Bank in connection with its Letter of Credit or normally
      charged by such Bank in respect of letters of credit issued or negotiated
      by it to the extent that the same are not paid by the beneficiary of such
      Letter of Credit.

28.5  UP-FRONT FEE

      The Borrower shall pay to the Arranger an up-front fee in the amount and
      at the time specified in a letter dated on or about the Amendment Date
      from the Arranger to the Borrower.

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28.6  AGENCY FEE

      The Borrower shall on the date hereof and thereafter on each anniversary
      of the date hereof pay to the Agent for its own account an agency fee of
      the amount specified in a letter dated on or about the Amendment Date from
      the Agent to the Borrower.

28.7  AGENT'S COSTS

      The Borrower shall, from time to time on demand of the Agent, reimburse
      the Agent for its own account at such rates as the Agent may from time to
      time determine, acting reasonably, for the cost of utilising its
      management time and/or other resources in connection with taking all such
      steps or other action as the Agent may deem appropriate (acting on the
      instructions of Majority Banks) in connection with (i) any breach by the
      Borrower of its obligations hereunder or under any other Finance Document
      or any investigation as to whether any such breach may have occurred; (ii)
      the occurrence of any Event of Default or Potential Event of Default; or
      (iii) the preservation and/or enforcement of any of the rights of the
      Agent and the Banks hereunder or under any other Finance Document.

29.   COSTS AND EXPENSES

29.1  AGENT/ARRANGER

      The Borrower shall indemnify the Agent and the Arranger in respect of all
      reasonable costs and expenses (including legal fees) incurred by them in
      connection with the preparation of the Finance Documents and the Project
      Documents and any other documents associated therewith, and the
      negotiation and completion of the transactions contemplated herein and
      therein, and for all reasonable costs and expenses of the Technical
      Adviser, and the Insurance Adviser, incurred in connection herewith.

29.2  FINANCE PARTIES

      The Borrower shall from time to time indemnify each Finance Parry in
      respect of all costs and expenses (including legal fees) incurred in or in
      connection with the preservation and/or enforcement of any of their
      respective rights under the Finance Documents.

29.3  TAXES ETC

      The Borrower shall pay all stamp, registration and other documentation
      taxes to which any of the Finance Documents or any judgment or order given
      or made in connection therewith is or at any time may be subject and shall
      from time to time within seven days of demand indemnify each Finance Party
      against any liabilities, costs, claims and expenses resulting from any
      failure to pay or any delay in paying any such tax Provided that the
      Borrower shall not be required to pay an amount to compensate any person
      for any penalty incurred by such person by reason of such person failing
      to make timely payment of tax to the relevant authorities in circumstances
      where such person had itself received (for value at least seven business
      days prior to the due date for payment thereof)

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<PAGE>

      an amount hereunder from the Borrower sufficient to enable it to pay the
      same prior to such due date Provided that this Clause 29.3 shall not
      extend to any stamp duty, registration and other documentation taxes
      arising from a transfer under Part 12 of this Agreement.

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                                     PART 11
                                AGENCY PROVISIONS

30.   THE AGENT AND THE FINANCE PARTIES

30.1  APPOINTMENT OF THE AGENT

      Each Finance Party hereby appoints the Agent to act as its agent in
      connection with the Finance Documents and authorises the Agent to exercise
      such rights, powers, authorities and discretion as are specifically
      delegated to the Agent by the terms thereof together with all such rights,
      powers, authorities and discretion as are reasonably incidental thereto.

30.2  AGENT'S DISCRETION

      The Agent may:

      (i)   assume, unless it has, in its capacity as agent for the Finance
            Parties, received notice to the contrary from any other party
            hereto, that (i) any representation made by the Borrower in
            connection with the Finance Documents is true, (ii) no Event of
            Default or Potential Event of Default has occurred, (iii) the
            Borrower is not in breach of or default under its obligations under
            the Finance Documents and (iv) any right, power, authority or
            discretion vested in the Finance Documents upon the Majority Banks,
            the Finance Parties or any of them or any other person or group of
            persons has not been exercised;

      (ii)  assume that the Lending Office of each Bank is that identified with
            its signature below (or, in the case of a Transferee, at the end of
            the Transfer Certificate to which it is a party as Transferee) until
            it has received from such Bank a notice designating some other
            office of such Bank to replace its Facility Office and act upon any
            such notice until the same is superseded by a further such notice;

      (iii) engage and pay for the advice or services of any lawyers,
            accountants, surveyors or other experts whose advice or services may
            to it seem necessary, expedient or desirable and rely upon any
            advice so obtained;

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

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

      (vi)  refrain from exercising any right, power or discretion vested in it
            as agent hereunder unless and until instructed by Majority Banks as
            to whether or not such right, power or discretion is to be exercised
            and, if it is to be exercised, as to the manner in which it should
            be exercised; and

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<PAGE>

      (vii) refrain from acting in accordance with any instructions of Majority
            Banks to begin any legal action or proceeding arising out of or in
            connection with this Agreement until it shall have received such
            security as it may require (whether by way of payment in advance or
            otherwise) for all costs, claims, losses, expenses (including legal
            fees) and liabilities together with any VAT thereon which it will or
            may expend or incur in complying with such instructions.

30.3  AGENT'S OBLIGATIONS

      The Agent shall:

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

      (ii)  promptly notify each Finance Party of the occurrence of any Event of
            Default or any default by the Borrower in the due performance of or
            compliance with its obligations under this Agreement of which the
            Agent has notice from any other party hereto;

      (iii) save as otherwise provided herein, act as agent hereunder in
            accordance with any instructions given to it by Majority Banks,
            which instructions shall be binding on all of the Finance Parties;
            and

      (iv)  if so instructed by Majority Banks, refrain from exercising any
            right, power or discretion vested in it as agent hereunder.

30.4  EXCLUDED OBLIGATIONS

      Notwithstanding anything to the contrary expressed or implied herein, no
      Finance Party shall:

      (i)   be bound to enquire as to (i) whether or not any representation made
            by the Borrower in connection with any of the Finance Documents is
            true, (ii) the occurrence or otherwise of any Event of Default or
            Potential Event of Default, (iii) the performance by the Borrower of
            its obligations under any of the Finance Documents or (iv) any
            breach of or default by the Borrower of or under its obligations
            under any of the Finance Documents;

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

      (iii) be bound to disclose to any other person any information relating to
            the Borrower or the Project if such disclosure would or might in its
            opinion constitute a breach of any law or regulation or be otherwise
            actionable at the suit of any person; or

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

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30.5  INDEMNIFICATION

      Each Bank shall, from time to time on demand by the Agent, indemnify the
      Agent, in the proportion its share of the Loan (or, if no Advances have
      been made, its Available Commitment) bears to the amount of the Loan (or,
      if no Advances have been made, the Available Facility) at the time of such
      demand (or, if the Loan has then been repaid in full, immediately prior to
      the final repayment thereof), against any and all costs, claims, losses,
      expenses (including legal fees) and liabilities together with any VAT
      thereon which the Agent may incur, otherwise than by reason of its own
      gross negligence or wilful misconduct, in acting in its capacity as agent
      hereunder.

30.6  EXCLUSION OF LIABILITIES

      No Finance Party accepts any responsibility for the accuracy and/or
      completeness of the Information Memorandum or any other information
      supplied in writing or otherwise by the Borrower in connection herewith or
      for the legality, validity, effectiveness, adequacy or enforceability of
      any of the Finance Documents and no Finance Party shall be under any
      liability as a result of taking or omitting to take any action in relation
      to any of the Finance Documents, save in the case of gross negligence or
      wilful misconduct.

30.7  NO ACTIONS

      Each of the Finance Parties agrees that it will not assert or seek to
      assert against any director, officer or employee of the Agent or the
      Arranger any claim it might have against any of them in respect of the
      matters referred to in Clause 30.6 (Exclusion of Liabilities).

30.8  BUSINESS WITH THE GROUP

      The Agent and the Arranger may accept deposits from, lend money to and
      generally engage in any kind of banking or other business with the
      Borrower, either of the Promoters and each Relevant Group Company (or any
      Affiliate thereof) (including, without limitation, acting as agent or
      otherwise on behalf of any group of banks providing facilities to any of
      the foregoing).

30.9  RESIGNATION

      The Agent may resign its appointment hereunder at any time without
      assigning any reason therefor by giving not less than sixty days' prior
      written notice to that effect to each of the other parties hereto Provided
      that no such resignation shall be effective until a successor for the
      Agent is appointed in accordance with the succeeding provisions of this
      Clause 30.

30.10 SUCCESSOR AGENT

      If the Agent gives notice of its resignation pursuant to Clause 30.9
      (Resignation), then any reputable and experienced bank or other financial
      institution may, after consultation with the Borrower, be appointed as a
      successor to the Agent by the Majority Banks

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<PAGE>

      during the period of such notice but, if no such successor is so
      appointed, the Agent may, after consultation with the Borrower, appoint
      such a successor itself.

30.11 RIGHTS AND OBLIGATIONS

      If a successor to the Agent is appointed under the provisions of Clause
      30.10 (Successor Agent), then (a) the retiring Agent shall be discharged
      from any further obligation hereunder but shall remain entitled to the
      benefit of the provisions of this Clause 30 and (b) its successor and each
      of the other parties hereto shall have the same rights and obligations
      amongst themselves as they would have had if such successor had been a
      party hereto.

30.12 OWN RESPONSIBILITY

      It is understood and agreed by each Finance Party that it has itself been,
      and will continue to be, solely responsible for making its own independent
      appraisal of and investigations into the financial condition,
      creditworthiness, condition, affairs, status and nature of each member of
      the Group and, accordingly, each Bank warrants to the Agent and the
      Arranger that it has not relied on and will not hereafter rely on the
      Agent and the Arranger nor either of them:

      (i)   to check or enquire on its behalf into the adequacy, accuracy or
            completeness of any information provided by the Borrower in
            connection with any of the Finance Documents or the transactions
            herein contemplated (whether or not such information has been or is
            hereafter circulated to such Bank by the Agent and the Arranger or
            either of them); or

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

30.13 AGENCY DIVISION SEPARATE

      In acting as Agent for the other Finance Parties, the Agent shall be
      regarded as acting through its agency division which shall be treated as a
      separate entity from any other of its divisions or departments and,
      notwithstanding the foregoing provisions of this Clause 30, any
      information received by some other division or department of the Agent may
      be treated as confidential and shall not be regarded as having been given
      to the Agent's agency division.

30.14 CONFIDENTIAL INFORMATION

      Notwithstanding anything to the contrary expressed or implied herein and
      without prejudice to the provisions of Clause 30.13 (Agency Division
      Separate), the Agent shall not as between itself and the other Finance
      Parties be bound to disclose to any Bank or other person any information
      which is supplied by the Borrower to the Agent in its capacity as Agent
      for the Finance Parties and which is identified by the Borrower at the
      time it is so supplied as being confidential information Provided that the
      consent of the

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<PAGE>

      Borrower to such disclosure shall not be required in relation to any
      information which in the opinion of the Agent relates to an Event of
      Default or Potential Event of Default or in respect of which the Banks
      have given a confidentiality undertaking in a form satisfactory to the
      Agent and the Borrower.

30.15 SYNDICATE MEETINGS

      (i) The Agent may at any time in its own discretion convene a meeting of
      the Banks; (ii) if authorised by a Relevant Instructing Group, the Agent
      shall (except where any other authority is required for the same by the
      express provisions of this Agreement) at any time convene a meeting of the
      Banks; (iii) whenever the Agent is to convene any such meeting it shall
      forthwith give notice in writing to the Banks of the day, time and place
      thereof and the nature of the business to be transacted thereat; (iv) for
      the purposes of this Clause 30.15 a "RELEVANT INSTRUCTING GROUP" means a
      group of Banks to whom in aggregate more than 20 per cent of the
      Outstandings are (or, immediately prior to its repayment were then) owed.

30.16 AMENDMENTS, WAIVERS ETC

      The Agent may, with the prior written consent of the Majority Banks, from
      time to time (i) enter into written amendments, supplements or
      modifications hereto; and (ii) at the request of the Borrower execute and
      deliver to the Borrower a written instrument waiving prospectively or
      retrospectively, on such terms and conditions as the Agent may specify in
      such instrument, any of the requirements of this Agreement Provided that:

      (i)   no such waiver and no such amendment, supplement or modification
            shall, without the prior written consent of all the Banks, amend,
            modify or waive any of the provisions contained in this Agreement
            which would have the effect of:

            (a)   reducing the Applicable Margin; or

            (b)   reducing the amount of any sums due from the Borrower
                  hereunder; or

            (c)   increasing the Available Commitment of any Bank; or

            (d)   extending the Final Repayment Date or changing the amount
                  repayable by the Borrower on any Repayment Date; or

            (e)   changing the definition of Majority Banks or Special Majority
                  Banks; or

            (f)   changing this Clause 30.16; or

            (g)   reducing the L/C Commission payable pursuant to Clause 28.2;
                  or

            (h)   amending or waiving any of the provisions of Clause 19.4
                  (Claims Pari Passu);

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<PAGE>

      (ii)  no such waiver and no such amendment, supplement or modification
            shall, without the prior written consent of the Special Majority
            Banks, amend, modify or waive any of the provisions contained in
            this Agreement which would have the effect of:

            (a)   amending or waiving any of the provisions of Clauses 19.5
                  (Obligations under Relevant Documents), 19.6 (Obligations
                  under DBFO Contract and Lease) and 21.1 (Negative Pledge); or

            (b)   amending or waiving any of the provisions of Clauses 21.5
                  (Abandonment), 21.6 (Termination etc of DBFO Contract or
                  Construction Contract), 21.13 (The Borrower's Business), and
                  21.14 (Avoidance of Insurances),

      and provided further that any amendment, supplement or modification which
      would affect the rights or obligations of the Agent hereunder shall
      require its prior written consent.

30.17 SPECIAL MAJORITY BANKS

      For the purposes of Clause 30.16, "SPECIAL MAJORITY BANKS" means a group
      of Banks to whom more than 85 per cent of the total Outstandings of those
      Banks who do give instructions to the Agent at the relevant time are (or,
      immediately before their repayment, were) owed.

30.18 RECEIPT OF NOTICES

      Where the giving of notice to the Agent is required pursuant to the terms
      of this Agreement, the Agent shall only be deemed to have notice of any
      fact, request, occurrence or any other event as contemplated by the
      requirements for the giving of such notice upon receipt of written notice
      from the Arranger, the Issuing Bank, a Bank or the Borrower, as the case
      may be, in the manner set out in Clause 33 (Notices).

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                                     PART 12
                            ASSIGNMENTS AND TRANSFERS

31.   BENEFIT OF AGREEMENT, TRANSFER ETC.

31.1  BINDING EFFECT

      This Agreement shall be binding upon and enure to the benefit of each
      party hereto and its successors and assigns.

31.2  ASSIGNMENT BY BORROWER

      The Borrower shall not, except with the prior consent of the Agent and the
      other Finance Parties, assign or transfer all or any of its rights,
      benefits and obligations hereunder.

31.3  TRANSFER BY BANKS

      Subject to Clause 31.5, a Bank may at any time at no cost to the Borrower
      transfer in accordance with this Clause 31 to any one or more banks or
      other lending institutions all or any of its rights, benefits and
      obligations hereunder, in which case such transfer shall be effected by
      the delivery to the Agent of a duly completed and duly executed Transfer
      Certificate and payment of a fee of (pound)1,500 by the Transferee to the
      Agent whereupon:

      (i)   to the extent that in such Transfer Certificate the Bank party
            thereto seeks to transfer its rights, benefits and/or its
            obligations hereunder as a Bank, the Borrower and such Bank shall
            each be released from further obligations to the other hereunder and
            their respective rights and benefits against each other hereunder
            shall be cancelled (such rights, benefits and obligations being
            referred to in this Clause as "DISCHARGED RIGHTS AND OBLIGATIONS");

      (ii)  the Borrower and the Transferee party thereto shall each assume
            obligations towards and/or acquire rights and benefits from each
            other hereunder which differ from such discharged rights and
            obligations only insofar as the Borrower and such Transferee have
            assumed and/or acquired the same in place of the Borrower and such
            Bank;

      (iii) each of the Finance Parties other than the transferring Bank shall
            acquire the same rights and assume the same obligations between
            themselves hereunder as they would have acquired and assumed had
            such Transferee been an original party hereto as a Bank with the
            rights and/or the obligations acquired or assumed by it as a result
            of such transfer; and

      (iv)  such Transferee shall become a party thereto as a "BANK".

31.4  AMOUNT OF TRANSFER

      Any transfer pursuant to Clause 31.3 shall be either such that the
      aggregate amount of the Outstandings thereby transferred (whether Tranche
      A Outstandings, Tranche B

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      Outstandings or a combination of the two) is not less than
      (pound)2,500,000 or such that such transfer comprises all of the
      Outstandings of the Bank effecting such transfer.

31.5  TRANSFER REQUIREMENTS

      No Bank may transfer under Clause 31.3 to a person who is not:

      (i)   prior to final release of the Letters of Credit, a Qualifying
            Issuer; and

      (ii)  a Qualifying Lender.

31.6  DISCLOSURE OF INFORMATION

      Any Finance Party may disclose to a potential assignee or to any person
      who may otherwise enter into a participation or other similar contractual
      relations with such Finance Party in relation to this Agreement a copy of
      this Agreement and such of the information supplied to the Agent and the
      Finance Parties pursuant to or in connection with this Agreement as such
      Finance Party shall consider appropriate Provided that prior to such
      disclosure such potential assignee or person has undertaken in writing to
      the Borrower and the Banks that it will be bound by the terms of Schedule
      7 as if it were a Bank.

31.7  NO ADDITIONAL COSTS

      Where any Finance Party transfers all or any part of its obligations
      hereunder, the Borrower shall not be liable to pay any additional amounts
      under Clauses 13 (Taxes), 14 (Increased Costs) or 29.3 (Taxes etc) which
      would otherwise be payable from the effective date of such assignment or
      transfer as a result thereof and which would not have been payable had no
      such assignment or transfer taken place.

31.8  GLOBAL TRANSFER

      The Finance Parties may, as part of the strategy of the Arranger for
      syndication of the Facility, on a date (the "GLOBAL TRANSFER DATE") to be
      notified to the Borrower by the Agent not less than seven days prior to
      such Global Transfer Date, transfer all or part of their commitments to a
      Transferee pursuant to a transfer agreement (the "GLOBAL TRANSFER
      AGREEMENT") to be executed by the Banks and the Transferees and the
      Borrower in a mutually agreed form. Notwithstanding Clause 31.3, the
      Global Transfer Agreement will be in place of separate Transfer
      Certificates but shall provide for a transfer of all rights and
      obligations relating to the Outstandings transferred on the same basis as
      if individual Transfer Certificates had been entered into by the Banks and
      the Transferees. On the Global Transfer Date, the Banks may enter into
      such subparticipation agreements as are necessary to comply with the
      syndication strategy of the Arranger.

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                                     PART 13
                                  MISCELLANEOUS

32.   PARTIAL INVALIDITY, WAIVER AND AMENDMENTS

32.1  ILLEGALITY

      If at any time any provision hereof is or becomes illegal, invalid or
      unenforceable in any respect under the law of any jurisdiction, neither
      the legality, validity or enforceability of the remaining provisions
      hereof nor the legality, validity or enforceability of such provision
      under the law of any other jurisdiction shall in any way be affected or
      impaired thereby.

32.2  NO WAIVER

      No delay or omission by any party hereto in exercising any of its rights
      hereunder shall operate or be construed as a waiver thereof nor shall a
      single or partial exercise of any such right preclude any other or further
      exercise thereof or the exercise of any other right of such party
      hereunder.

32.3  AMENDMENTS

      Any term hereof may only be amended in writing.

33.   NOTICES

33.1  Each communication to be made hereunder shall be made in writing but,
      unless otherwise stated, may be made by telefax (provided a fax
      confirmation of transmission is received) or letter or electronically.

33.2  Any communication or document to be made or delivered by one person to
      another pursuant to or in connection with this Agreement shall (unless
      that other person has by fifteen days' written notice to such other person
      specified another address) be made or delivered to that other person at
      the address set out above or identified with its signature below and shall
      be deemed to have been made or delivered when despatched (and fax
      confirmation of transmission received) (in the case of any communication
      made by telefax) or (in the case of any communication made by letter) when
      left at that address or (as the case may be) ten days after being
      deposited in the post, postage prepaid, in an envelope addressed to it at
      that address or (in the case of any communication made electronically by a
      method approved by the Agent) when an email return receipt is received;
      Provided that if such communication or document would otherwise be deemed
      to have been received on a day which is not a business day it shall be
      deemed to have been received on the next subsequent business day.

33.3  Each communication and document made or delivered by one party to another
      pursuant to this Agreement shall be in the English language.

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                                     PART 14
                              LAW AND JURISDICTION

34.   LAW

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

35.   JURISDICTION

35.1  ENGLISH COURTS

      Each of the parties hereto irrevocably agrees for the benefit of each of
      the Agent, the Arranger and the Banks that the courts of England shall
      have jurisdiction to hear and determine any suit, action or proceeding,
      and to settle any disputes, which may arise out of or in connection with
      this Agreement and for such purposes irrevocably submits to the
      jurisdiction of such courts.

35.2  APPROPRIATE FORUM

      The Borrower irrevocably waives any objection which it may have now or
      hereafter to any of the courts referred to in Clause 35.1 being nominated
      as a forum to hear and determine any suit, action or proceeding, and to
      settle any disputes, which may arise out of or in connection with this
      Agreement and agrees not to claim that any such court is not a convenient
      or appropriate forum.

35.3  NON-EXCLUSIVE SUBMISSION

      The submission to the jurisdiction of the courts referred to in Clause
      35.1 shall not (and shall not be construed so as to) limit the right of
      the Finance Parties or any of them to take proceedings against the
      Borrower in any other court of competent jurisdiction nor shall the taking
      of proceedings in any one or more jurisdictions preclude the taking of
      proceedings in any other jurisdiction, whether concurrently or not.

35.4  CONSENT TO ENFORCEMENT

      The Borrower hereby consents generally in respect of any suit, action or
      proceeding which may arise out of or in connection with this Agreement to
      the giving of any relief or the issue of any process in connection with
      such action or proceeding including, without limitation, the making,
      enforcement or execution against any property whatsoever (irrespective of
      its use or intended use) of any order or judgment which may be made or
      given in such action or proceeding.

35.5  WAIVER OF IMMUNITY

      To the extent that the Borrower may in any jurisdiction claim for itself
      or its assets immunity from suit, execution, attachment (whether in aid of
      execution, before judgment or otherwise) or other legal process and to the
      extent that in any such jurisdiction there may be attributed to itself or
      its assets such immunity (whether or not claimed) the

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      Borrower hereby irrevocably agrees not to claim and hereby irrevocably
      waives such immunity to the full extent permitted by the laws of such
      jurisdiction.

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

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                                   SCHEDULE 1
                                    THE BANKS

BANK

ABN AMRO BANK N.V.

                                       77
<PAGE>

                                   SCHEDULE 2
                            FORM OF LETTER OF CREDIT(1)

To:

Dear Sirs,

IRREVOCABLE LETTER OF CREDIT NO ISSUED PURSUANT TO THE EIB FACILITY AGREEMENT
DATED 26 MARCH 1996 (AS AMENDED)

1.    In this letter except where the context otherwise requires, the following
      expressions have the meanings set opposite them:

      "ISSUING BANK"                [name, address and fax number]

      "EIB"                         European Investment Bank
                                    100 boulevard Konrad Adeneur
                                    L-2950 Luxembourg - Kirchberg

      "BORROWER"                    Yorkshire Link Limited

      "BUSINESS DAY"                a day on which banks are open for business
                                    in Luxembourg and London

      "DEMAND"                      EIB's first written notice of demand in the
                                    form set out in Appendix 2

      "EXPIRY DATE"                 31 March 2020

      "FACILITY AGREEMENT"          means the EIB Facility Agreement dated 26
                                    March 1996 between EIB and the Borrower (as
                                    amended)

      "ISSUERS"                     the banks and financial institutions whose
                                    names and addresses are set out in the first
                                    column of Appendix 1 hereto

      "PARTICIPATION AGREEMENT"     the percentage set opposite the name of each
                                    Issuer in the second column of Appendix 1
                                    hereto

      "TOTAL SUM"                   (pound),[     ](2)

--------------------------
(1)   Unless otherwise defined, terms used in this Part 2 have the meaning given
      to them in the EIB Facility Agreement.

(2)   Insert amount which is the Required Value of the Loan.

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<PAGE>

2.    In consideration of EIB agreeing to accept this Letter of Credit, upon the
      Issuing Bank receiving before the Expiry Date a Demand, each of the
      Issuers irrevocably and unconditionally (but subject to the remaining
      provisions of this letter) agrees to pay to EIB its Participation
      Percentage of the amount specified in the Demand on the later of 5
      Business Days after the receipt by the Issuing Bank of the Demand or such
      later date as may be specified in the Demand.

3.    (a)   The aggregate amount payable by each Issuer hereunder shall not
            exceed its Participation Percentage of the Total Sum.

      (b)   Any payment made hereunder shall be made by transfer to an account
            in EIB's name with such bank as may be specified in the Demand, or
            in such other manner as may be acceptable to EIB directly by each
            Issuer in accordance with the terms of the Demand.

      (c)   The obligations of the Issuers hereunder shall cease upon the Expiry
            Date except in respect of any Demand received by the Issuing Bank
            hereunder on or prior to such date.

      (d)   The obligations of the Issuers hereunder are several and not joint
            and the Issuing Bank shall not be liable for any failure, nor shall
            any Issuer be liable for the failure, of any other Issuer to perform
            its obligations hereunder.

      (e)   Save in its separate capacity as an Issuer, the Issuing Bank shall
            have no liability hereunder.

      (f)   All demands made by EIB hereunder shall be made in accordance with
            part 18 of the Intercreditor Agreement.

4.    Each Demand shall specifically refer to this Letter of Credit No and shall
      be given to the Issuing Bank by notice in writing by an authorised
      signatory of EIB at the Issuing Bank's address stated below or by tested
      telex to the number stated below.

5.    The Letter of Credit may be amended only by an instrument in writing
      signed on behalf of all the parties hereto save that the delivery to the
      Issuing Bank of a notice from EIB in the form of Appendix 3 to this Letter
      of Credit shall have the effect as set out therein which shall take effect
      upon receipt of the same by the Issuing Bank.

6.    This Letter of Credit shall be governed by and construed in accordance
      with the laws of England. This Letter of Credit is subject to the Uniform
      Customs and Practice for Documentary Credits, 1993 Revision, International
      Chamber of Commerce Publication No. 500 insofar as the same are applicable
      (but so that the second sentence of Article 17 thereof shall be deemed
      excluded for this purpose with effect that, if this Letter of Credit
      expires during any interruption of business referred to in the first
      sentence of such Article, the Issuer whose business has been so
      interrupted shall remain liable to make payment under this Letter of
      Credit in respect of any demand no later than 15 Business Days after it
      has notified EIB that its business has ceased to be so interrupted).

                                       79
<PAGE>

7.    This Letter of Credit is not capable of being assigned by EIB.

                              Yours faithfully,

                              (as Issuing Bank for and on behalf of the Issuers)

         Issuing Bank's address for Demands: [insert address of Issuing Bank]
         Issuing Bank's fax no. for Demands: [insert fax number of Issuing Bank]

                                       80
<PAGE>

                        APPENDIX 1 TO LETTER OF CREDIT NO

NAMES AND ADDRESSES OF ISSUERS                          PARTICIPATION PERCENTAGE

                                       81
<PAGE>

                        APPENDIX 2 TO LETTER OF CREDIT NO

To:   [Issuing Bank]

IRREVOCABLE LETTER OF CREDIT NO          DATED          (THE "LETTER OF CREDIT")

1.    We refer to the above Letter of Credit issued by you as Issuing Bank for
      and on behalf of the Issuers, and hereby notify you that:

      (a)   the Borrower has failed to make payment(s) of [(pound)   ] in
            aggregate to ourselves under the Facility Agreement and two Business
            Days have elapsed since such failure;

      (b)   pursuant to Clause 9.2 of the Facility Agreement we are entitled to
            demand payment from [name of Issuer(s) of the sum(s) of (pound)
            and (pound)    respectively].(3)

2.    Accordingly, we hereby demand payment no later than [date] of the sum of
      (being the aforementioned sum in default together with interest thereon at
      the contractual default rate from the due date thereof up to such date)
      [which sum is only payable by the Issuer(s) specified in (b) above in the
      amount(s) there specified).(4)

      [AND

3.    In order to reduce the aggregate principal amount of the Loan to an amount
      such that the Adjusted Required Value is restored, we hereby demand
      payment on (insert next Payment Date) of the sum of (pound)    (being the
      principal sum whose prepayment will restore the Adjusted Required Value of
      the Letter of Credit)].(5)

Terms defined in the Facility Agreement or in the Letter of Credit shall have
the same meanings in this demand.

                          For European Investment Bank

Dated: [    ]
[authorised signatory]

--------------------------
(3)     Required to be included appropriately amended in the case of a demand
        contemplated by Clause 9.2(e) of the Facility Agreement.

(4)     Insert where the demand is against particular issuer.

(5)     Where the Borrower's default is in respect of interest.

                                       82
<PAGE>

                        APPENDIX 3 TO LETTER OF CREDIT NO

To:   [Issuing Bank]

IRREVOCABLE LETTER OF CREDIT NO          DATED          (THE "LETTER OF CREDIT")

1.    We refer to the above Letter of Credit issued by you as Issuing Bank for
      and on behalf of the Issuers.

2.    We are required to deliver this notice to you pursuant to Clause
      [6.5/12.2(a)] of the Facility Agreement.

3.    The Total Sum under the Letter of Credit shall be reduced to (pound)[ ].

                          For European Investment Bank

Dated: [    ]

[authorised signatory]

                                       83
<PAGE>

                                   SCHEDULE 3
                                PROJECT DOCUMENTS

1.    The DBFO Contract.

2.    The Construction Contract.

3.    The Technical Services Agreement dated 26 March 1996 made between the
      Borrower and the Promoters.

4.    The Shareholders Agreement.

5.    The Secondment Agreement dated 26 March 1996 made between the Borrower and
      the Promoters.

6.    The Custody Agreement dated 26 March 1996 made between the Secretary of
      State for Transport, the Borrower and the National Computing Centre.

7.    The Lease entered into prior to the date of issue of the Completion
      Certificate between the Borrower and the Secretary of State.

                                       84
<PAGE>

                                   SCHEDULE 4
                               SECURITY DOCUMENTS

1.    The Debenture dated 26 March 1996 granted by Yorkshire Link Limited to the
      Security Trustee.

2.    The Share Mortgage (incorporating floating charge) dated 26 March 1996
      made between YLHL and the Security Trustee.

3.    The Security Trust Agreement dated 26 March 1996 made between the
      Borrower, Lloyds Bank Plc (in various capacities) and others.

                                       85
<PAGE>

                                   SCHEDULE 5
                              TRANSFER CERTIFICATE

To:

From: [        ]

                              TRANSFER CERTIFICATE

relating to the agreement ("THE FACILITY AGREEMENT") dated [ ] 1996 (as amended)
whereby a letter of credit issuance facility and a floating rate sterling credit
facility was made available to Yorkshire Link Limited ("THE BORROWER") by a
group of banks on whose behalf ABN AMRO Bank N.V. ("THE AGENT") acted as agent
in connection therewith. Terms defined in the Facility Agreement shall bear the
same meaning herein.

1.    [Transferor Bank] ("THE BANK") confirms the accuracy of the summary of its
      participation in the Facility Agreement set out in the Schedule below and
      requests [Transferee Bank] ("THE TRANSFEREE") to accept and procure the
      transfer to the Transferee of that part of such participation specified in
      the Schedule by countersigning and delivering this Transfer Certificate to
      the Agent at its address for the service of notices specified in the
      Facility Agreement.

2.    The Transferee hereby requests the Agent to accept this Transfer
      Certificate as being delivered to the Agent pursuant to and for the
      purposes of Clause 28.3 of the Facility Agreement so as to take effect in
      accordance with the terms thereof on [date of transfer], subject only to
      the Agent's having previously received (where necessary) the written
      consent of the Borrower and of the Bank [and [tested] telex confirmation
      from [Bank's correspondent] that the sum of has been credited to the
      Bank's account no. with [Bank's correspondent] for value [date of
      transfer].

3.    The Transferee confirms that it has received a copy of the Facility
      Agreement together with such other documents and information as it has
      required in connection with this transaction and that it has not relied
      and will not hereafter rely on the Bank to check or enquire on its behalf
      into the legality, validity, effectiveness, adequacy, accuracy or
      completeness of any such documents or information and further agrees that
      it has not relied and will not rely on the Bank to assess or keep under
      review on its behalf the financial condition, creditworthiness, condition,
      affairs, status or nature of the Borrower, either Promoter or any Relevant
      Group Company or of any other party to the Facility Agreement or any other
      Finance Document.

4.    The Transferee hereby undertakes with the Bank and each of the other
      parties to the Facility Agreement that it will perform in accordance with
      their terms all those obligations which by the terms of the Facility
      Agreement and each of the other Finance Documents will be assumed by it
      after delivery of this Transfer Certificate to the Agent and satisfaction
      of the conditions (if any) subject to which this Transfer Certificate is
      expressed to take effect.

                                       86
<PAGE>

5.    The Bank makes no representation or warranty and assumes no responsibility
      with respect to the legality, validity, effectiveness, adequacy or
      enforceability of the Facility Agreement, any of the other Finance
      Documents or any document relating thereto and assumes no responsibility
      for the financial condition of the Borrower, either Promoter or any
      Relevant Group Company or any other party to the Facility Agreement or any
      other Finance Document or for the performance and observance by the
      Borrower, either Promoter or any Relevant Group Company or any such other
      party of any of its obligations under the Facility Agreement, any other
      Finance Document or any document relating thereto and any and all such
      conditions and warranties, whether express or implied by law or otherwise,
      are hereby excluded.

6.    The Bank hereby gives notice that nothing herein or in any Finance
      Document or any document relating thereto shall oblige the Bank to (a)
      accept a re-transfer of the whole or any part of its rights, benefits
      and/or obligations under the Facility Agreement hereby transferred or (b)
      support any losses directly or indirectly sustained or incurred by the
      Transferee (i) by reason of the non-performance by the Borrower or any
      other party to any Relevant Document or any other document relating
      thereto of its obligations under any such document or (ii) otherwise. The
      Transferee hereby acknowledges the absence of any such obligation as is
      referred to in (a) or (b) above.

7.    This Transfer Certificate and the rights and obligations of the parties
      hereunder shall be governed by and construed in accordance with English
      law.

                                  THE SCHEDULE

Bank's portion of                                            Portion Transferred
each Outstanding
Advance

Bank's Portion in relation to any Letter of Credit    to be issued by Transferee

NOTES

1.    Transfers may be made of the whole of a Bank's Outstandings or of a part
      thereof in accordance with the terms of the Facility Agreement. Any
      transfer of part of a Bank's Outstandings as aforesaid must be of an equal
      portion of such Bank's Tranche A Outstandings and Tranche B Outstandings.

2.    Transferee Bank will need to be a Qualifying Issuer (up to final release
      of the Letters of Credit) and at all times a Qualifying Lender with a UK
      Lending Office.

                                       87
<PAGE>

3.    A fee of f 1,500 is payable to the Agent in respect of any transfer.

[Transferor Bank]                                    [Transferee Bank)

By:                                                  By:

Date:                                                Date:

                                       88
<PAGE>

                      ADMINISTRATIVE DETAILS OF TRANSFEREE

Lending Office:

Telephone No:

Telefax No:

Account for payments:

                                       89
<PAGE>

                                   SCHEDULE 6
                              ADDITIONAL COSTS RATE

1.    The Mandatory Cost Rate is an addition to the interest rate to compensate
      the Banks for the cost of compliance with the requirements of the
      Financial Services Authority (or any other authority which replaces all or
      any of its functions).

2.    On the first day of each Interest Period (or as soon as possible
      thereafter) the Agent shall calculate, as a percentage rate, a rate (the
      "ADDITIONAL COSTS RATE") for each Bank, in accordance with the formulae
      set out below. The Mandatory Cost Rate will be calculated by the Agent as
      a weighted average of the Banks' Additional Costs Rates (weighted in
      proportion to the percentage participation of each Bank in the relevant
      Advance) and will be expressed as a percentage rate per annum.

3.    The additional cost rate for each Bank will be calculated by the Agent as
      follows:

      (a)   in relation to sterling Advances:

            E x 0.01 per cent. per annum
            --------
              100

      (b)   in relation to Advances in any currency other than sterling:

            E x 0.01 per cent. per annum.
            --------
              100

      Where:

      E     is the rate of charge payable by the Bank to the Financial Services
            Authority pursuant to the Fee Regulations (but, for this purpose,
            ignoring any minimum fee required pursuant to the Fee Regulations)
            and expressed in pounds per (pound)1,000,000 of the Fee Base of that
            Bank.

4.    For the purposes of this Schedule:

      (a)   "FEE REGULATIONS" means the Banking Supervision (Fees) Regulations
            1999 or such other law as may be in force from time to time in
            respect of the payment of fees for banking supervision; and

      (b)   "FEE BASE" has the meaning given to it, and will be calculated in
            accordance with, the Fee Regulations.

5.    Each Bank shall supply any information required by the Agent for the
      purpose of calculating the above formulae. In particular, but without
      limitation, each Bank shall supply the following information in writing on
      or prior to the date on which it becomes a Bank:

      (a)   its jurisdiction of incorporation and the jurisdiction of its
            Facility Office; and

                                       90
<PAGE>

      (b)   such other information that the Agent may reasonably require for
            such purpose.

      Each Bank shall promptly notify the Agent in writing of any change to the
      information provided by it pursuant to this paragraph.

6.    The percentages or rates of charge of each Bank for the purpose of E in
      clause 3 above shall be determined by the Agent based upon the information
      supplied to it pursuant to paragraph 5 above and on the assumption that,
      unless a Bank notifies the Agent to the contrary, each Bank's obligations
      in relation to cash ratio deposits, special deposits and the Fee
      Regulations are the same as those of a typical bank from its jurisdiction
      or incorporation with a Facility Office in the same jurisdiction as its
      Facility Office.

      The Agent shall have no liability to any person if such determination
      results in an additional cost rate which over or under compensates any
      Bank and shall be entitled to assume that the information provided by any
      Bank pursuant to clause 5 above is true and correct in all respects.

7.    The Agent shall distribute the additional amounts received pursuant to the
      Mandatory Cost Ratio to the Banks on the basis of the additional costs
      rate for each Bank, in accordance with the above formulae and based on the
      information provided by each Bank pursuant to clause 5 above.

8.    Any determination by the Agent pursuant to this Schedule in relation to a
      formula, the Mandatory Cost Rate, an additional costs rate or any amount
      payable to a Bank shall, in the absence of manifest error, be conclusive
      and binding on all of the parties hereto.

9.    The Agent may from time to time, after consultation with the Borrower and
      the Banks, determine and notify to all parties any amendments or
      variations which are required to be made to any of the formulae set out
      above in order to comply with any change in law or any requirements from
      time to time imposed by the Bank of England or the Financial Services
      Authority (or, in either case, any other authority which replaces all or
      any of its functions) and any such determination shall, in the absence of
      manifest error, be conclusive and binding on all the parties hereto.

                                       91
<PAGE>

                                   SCHEDULE 7
                        FORM OF CONFIDENTIALITY AGREEMENT

To:   Yorkshire Link Limited ("YLL") [date]

Dear Sirs,

M1/A1 Link Road and a Facility Agreement dated 26 March 1996 (the "FACILITY
AGREEMENT")

1.    We, [    ], in our capacity as a Finance Party hereby agree that (save as
      provided in paragraph 2 below) we shall keep confidential and not disclose
      to any third person or make use of for purposes unconnected with the
      Finance Documents the following:

      (a)   any of the terms of the DBFO Contract;

      (b)   any confidential or proprietary information (including documents,
            computer records, specifications, formulae, evaluations, methods,
            processes, technical descriptions, reports and other data, records,
            drawings and information whether or not included in the Design Data
            or the Traffic Data (each as defined in the DBFO Contract) provided
            to or arising or acquired by the Borrower pursuant to the terms or
            performance of the DBFO Contract (including without limitation any
            such documents or information supplied in the course of proceedings
            under the Disputes Resolution Procedure (as defined in the DBFO
            Contract)); and

      (c)   all of the information, reports or documents supplied in or in
            connection with the invitation to tender for the DBFO Contract, the
            Information Memorandum, any Project Document, any Finance Document
            or in the course of discussions thereto or any calculations made or
            conclusions or determinations reached in accordance with the Finance
            Documents (including the Financial Model and any results obtained
            from it),

      together, the "CONFIDENTIAL INFORMATION".

2.    We shall be entitled to disclose any Confidential Information (subject to
      any restrictions to the contrary imposed by a person other than the
      Borrower in relation to information which is confidential to them):

      (a)   with the prior written consent of the Borrower;

      (b)   to any other Finance Party (as defined in the Intercreditor
            Agreement);

      (c)   when required to do so by any law, regulation or official
            requirement;

      (d)   to our professional advisers and consultants who need to know such
            and upon obtaining from them in favour of ourselves a similar
            confidentiality undertaking and providing a copy of such to the
            Borrower;

                                       92
<PAGE>

      (e)   to the extent that the same has become generally available to the
            public otherwise than as a result of a breach of this undertaking or
            an obligation of confidentiality to another person; and

      (f)   to any person proposing to become a Finance Party in accordance with
            the terms of the Facility Agreement] upon obtaining from them in
            favour of the Borrower a similar confidentiality undertaking and
            providing a copy of such to the Borrower.

3.    If we or any person to whom we disclose Confidential Information in
      accordance with this undertaking is legally compelled by a court of
      competent jurisdiction or by a supervisory or regulatory body to disclose
      any of the Confidential Information, we will use all reasonable efforts to
      the extent permitted by any relevant order to provide the Borrower with
      prompt notice thereof so that the Borrower may seek a protective order or
      other appropriate remedy. If the protective order or other remedy is not
      obtained, then we agree that, if requested by the Borrower, we will
      disclose only that portion of Confidential Information which we reasonably
      believe ourselves to be compelled legally to so disclose.

4.    Our obligations under this undertaking shall continue until the date
      falling on the fifth anniversary of the Termination Date (as defined in
      the DBFO Contract).

5.    This undertaking is to be governed by and construed in accordance with the
      laws of England.

      Yours faithfully,

      ..............................................
      For and on behalf of
      [NAME OF FINANCE PARTY]

                                       93
<PAGE>

                                   SCHEDULE 8
                                   INSURANCES

                                     PART 1
                               GENERAL PROVISIONS

1.    OPERATION PHASE

1.1   The Borrower shall procure that Insurances complying with the requirements
      specified in Part 2 of this Schedule 8 are taken out in respect of the
      Project Facilities and are thereafter maintained throughout the Contract
      Period.

1.2   The Borrower shall procure that "contractors professional indemnity"
      insurance (which in the opinion of the Agent (in consultation with the
      Insurance Adviser), is satisfactory in all respects and in effect with
      suitable insurers) shall be maintained for the twelve year period
      commencing on the date of issue of the Completion Certificate.

2.    ADDITIONAL COVERAGES

2.1   Without prejudice to any other requirement, the Borrower shall at all
      times effect and maintain in full force those insurances which it is
      required to have by any applicable law or by the terms of any Relevant
      Document or by the terms of any other contract to which it is at any time
      a party.

2.2   The Agent (acting reasonably) may, from time to time, acting on the advice
      of the Insurance Adviser and in consultation with the Borrower, by notice
      to the Borrower, require the Borrower to effect such insurance coverage in
      respect of risks or liabilities (including without limitation in respect
      of risks and liabilities in respect of new technology), other than as
      specified in this Schedule 8 and in accordance with paragraphs 1 and 2
      above, in order that the business, assets and operations of the Borrower,
      including the Project, are insured in the manner, upon the terms and with
      the cover appropriate to such business, assets and operations and in
      particular to construction projects such as the Project and the Borrower
      shall, following receipt of any such notice from the Agent, promptly
      insure against the risks and liabilities, in the amounts and with the
      deductibles specified in such notice.

3.    GENERAL REQUIREMENTS

3.1   The Borrower shall procure that each policy taken out pursuant to
      paragraphs 1 or 2 above shall:

      (a)   be effected against the risks and liabilities, and maintained in the
            amounts specified in, and otherwise comply with the requirements of
            this Schedule 8 (as varied from time to time as required by
            paragraphs (b), (c) and (d) below or as specified by the Agent
            pursuant to paragraph 2.2 above);

      (b)   subject to any applicable limit of indemnity specified in this
            Schedule 8 and save as otherwise provided therein or as specified by
            the Agent pursuant to paragraph

                                       94
<PAGE>

            2.2 above, cover all moveable and immovable tangible assets, plant
            and equipment (including any part thereof) to be insured pursuant to
            this Schedule 8 to their full replacement value (save as otherwise
            provided herein), increased from time to time as necessary to
            maintain such full replacement value;

      (c)   be increased from time to time to such amounts due to inflation
            and/or reflect any increase in the value of the assets insured as
            may be reasonably required by the Agent, after consultation with the
            Insurance Adviser and the Borrower, in order to cover the risks and
            liabilities insured;

      (d)   be in such form and substance as may be approved from time to time
            by the Agent in writing, taking into account generally accepted
            insurance market practice and after consultation with the Insurance
            Adviser (such approval not to be unreasonably withheld or delayed);

      (e)   (in respect of material damage, loss of revenue, third party
            liability and employer's liability policies) be the subject of a
            notice of assignment duly given on or before 10 April 1996 and
            substantially in the form set out in Part 6 which has been duly
            acknowledged by the insurers;

      (f)   contain an acknowledgement by the insurers (other than in respect of
            third party liability, motor vehicle liability, professional
            indemnity, fidelity and employer's liability policies) that no claim
            in respect of any loss exceeding (pound)500,000 may be settled or
            otherwise compromised by the Borrower without the consent of the
            Agent;

      (g)   be placed and maintained through such brokers and with such insurers
            and underwriters as may be approved from time to time by the Agent
            in writing, after consultation with the Insurance Adviser (such
            approval not to be unreasonably withheld) provided that if any such
            approval is withheld the Agent shall provide the Borrower with
            details of the reasons therefor;

      (h)   include the Finance Parties, EM and the Commercial Subordinated
            Financier (together, the "LENDERS") as insureds in respect of any
            policy covering third party liabilities, material damage or loss of
            revenue;

      (i)   where the Lenders are an insured party, contain an acknowledgement
            by the insurers that in no circumstances shall the Lenders be liable
            for the payment of premiums or (other than in respect of third party
            liability and employer's liability insurances) for the performance
            of any other obligations owed to the insurers, save their obligation
            to disclose any material fact, circumstance or occurrence in
            relation to information made available to them by any other insured
            party relating to the Project Facilities;

      (j)   in respect of those Insurances required under the DBFO Contract,
            contain a provision that the Secretary of State shall be given 30
            days' written notice prior to any cancellation, non-renewal or
            material modification of any such policy; and

                                       95
<PAGE>

      (k)   where the Borrower is an insured party, provide for any vehicle
            company established by the Finance Parties (the "STEP-IN SPV") to be
            included as an insured on the exercise by the Finance Parties of any
            of their step-in rights in relation to the Project.

3.2   The Borrower shall procure that the insurances identified in paragraphs 1
      and 2 of Part 2 of this Schedule 8 shall contain provisions substantially
      in the form set out in paragraphs 1, 3, 4, 5 and 6 of Part 3 of this
      Schedule 8, and that the insurances identified in paragraph 3 of Part 2 of
      this Schedule 8 shall contain provisions substantially in the form set out
      in paragraphs 1, 2, 3, 4, 5 and 6 of Part 3 of this Schedule 8.

3.3   The Borrower shall not at any time take any action or fail to take any
      reasonable action or (so far as it is reasonably within its power) permit
      anything to occur in relation to it whereby any Insurance taken out as
      contemplated herein may be rendered void or voidable or suspended,
      impaired or defeated in whole or in part or which would entitle any
      insurer to refuse to pay any claim under any such insurance policy
      provided that for these purposes any omission by the Borrower shall be
      deemed to be a knowing omission if it concerns or relates to any matter or
      thing of which the Borrower had or ought reasonably with regard to all of
      the circumstance to have had knowledge.

3.4   The Borrower shall promptly pay all premiums payable in respect of any
      Insurances contemplated herein and shall at the request of the Agent
      produce to the Agent a copy of the receipt therefor or other evidence of
      payment satisfactory to the Agent. Upon the renewal of any such policy the
      Borrower shall produce to the Agent and/or before its expiry date,
      evidence of such renewal.

3.5   The Borrower shall procure that each broker or agent through whom any
      insurance policy is effected in or towards satisfaction of the Borrower's
      obligations under this Schedule 8 delivers to the Agent a letter
      substantially in the form set out in Part 5 of this Schedule 8 as soon as
      practicable after such policy is effected, and shall not terminate the
      appointment of any broker or agent until such a letter has been delivered
      to the Agent by any replacement broker or agent who shall have been
      approved by the Agent (in consultation with the Insurance Adviser).

3.6   The Borrower shall not compromise or settle any claim exceeding
      (pound)500,000 under any policy required to be effected pursuant to
      paragraphs 1 or 2 above (other than third party liability, employer's
      liability, fidelity, motor vehicle liability and professional indemnity
      policies) without the prior written consent of the Agent.

3.7   The Borrower shall supply to the Agent copies of the policies of insurance
      promptly upon receipt.

4.    INFORMATION

4.1   The Borrower shall give to the Agent and the Insurance Adviser such
      information as to the Insurances taken out by the Borrower (or as to any
      matter which may be relevant to such Insurance) as the Agent may from time
      to time reasonably request. The Agent or Insurance Adviser shall be
      entitled to inspect on reasonable notice during ordinary

                                       96
<PAGE>

      business hours the original policies of Insurances taken out and
      maintained pursuant to this Schedule 8 which are or should be in the
      custody of the Borrower, together with evidence that the premiums payable
      thereunder have been paid and that the insurances are in full force and
      effect.

4.2   Without prejudice to paragraph 4.1 above, the Borrower shall as soon as
      possible (and in any event at least 10 days prior to the date on which any
      Insurance is required to be renewed hereunder) deliver to the Agent a
      renewal certificate therefor issued by the insurer which confirms that
      such Insurance is in full force and effect.

4.3   Without prejudice to Clause 4.1 above or Clause 5 below and subject to
      Clause 19.11 of this Agreement, the Borrower shall prior to taking out or
      changing any such Insurance notify the Agent of the identity of the
      insurer and of the principal terms and conditions of such Insurance or any
      version to such terms and conditions.

5.    ALTERATION OF COVERAGE

      The Borrower shall procure that no reductions in limits or coverage
      (including those resulting from extensions) or increases in deductibles,
      exclusions or exceptions shall be made to any Insurance effected pursuant
      hereto without the written consent of the Agent (not to be unreasonably
      withheld).

6.    APPLICATION OF PROCEEDS

      The Borrower shall apply any proceeds received under any of the Insurances
      referred to in this Schedule 8 in accordance with the provisions of Clause
      14 of the Intercreditor Agreement.

7.    DEFAULT BY BORROWER

      If the Borrower fails to comply with any or all of its obligations with
      respect to insurance as required hereunder, the Agent may (but shall not
      be required to) effect or renew any such insurance either in its own name
      or in its name and that of the Borrower jointly or in the name of the
      Borrower with an endorsement of the Agent's interest. All moneys expended
      by the Agent in so effecting or renewing any such insurance shall be
      reimbursed by the Borrower to the Agent on demand and shall carry interest
      from the date of payment by the Agent until so reimbursed at the rate and
      otherwise as mentioned in Clause 23.2 of this Agreement.

8.    MARKET AVAILABILITY

8.1   Notwithstanding the foregoing but save as provided in Clause 8.2 below,
      the Borrower shall not be in breach of its obligations hereunder to the
      extent that:

      (a)   insurances or the level of cover otherwise required to be taken out
            or maintained hereunder are not available owing to lack of capacity
            in the insurance market; or

                                       97
<PAGE>

      (b)   the premiums in respect of any such insurances are unreasonable in
            the opinion of the Insurance Adviser (after consulting with the
            Agent and the Borrower's insurance adviser having regard to the risk
            being covered and the interests of the Banks under the Finance
            Documents); or

      (c)   the Agent, after consultation with the Insurance Adviser and the
            Majority Banks, agrees to waive the benefit of such obligations.

8.2   If in relation to any particular policy the provisions referred to in
      paragraph (6) of Part B or paragraph (6)(v) of Part 3 paragraph 1 of this
      Schedule 8 are not available in the worldwide insurance market or where
      the extra premiums required in respect of the inclusion of such provisions
      are in the reasonable opinion of the Agent excessive for cover of that
      type in the worldwide insurance market, the Borrower and the Agent shall
      negotiate in good faith for a period not exceeding 20 days to determine
      whether an alternative mutually acceptable solution exists and if
      agreement on such a solution is reached it shall be implemented instead of
      the inclusion in such policy of the provisions set out in the said
      paragraph (6) or (6)(v) (as the case may be).

9.    DATA SYSTEM

      The Borrower shall, within 21 days of a request from the Agent (following
      consultation with the Insurance Adviser):

9.1   procure that an information storage and retrieval system ("DATA SYSTEM")
      is established;

9.2   notify the Contractors' all risks, advance loss of revenue, material
      damage and loss of revenue insurers in writing within 7 days of the
      establishment and existence of the Data System;

9.3   deposit in the Data System:

      (i)   no later than the 15th day after the date thereof, a copy of any
            variation or amendment to any Project Document the non-disclosure of
            which would reasonably be expected to have an adverse effect on the
            nature or extent of the cover to be provided under any of the
            Insurances and a copy of any additional Project Document entered
            into after the date hereof;

      (ii)  contemporaneously with the delivery to the Agent, copies of any
            information delivered pursuant to Clauses 19.15, 19.16, 19.17, 19.18
            and 19.19 of the Agreement;

9.4   contemporaneously deliver (through the Borrower's insurance broker) to the
      lead insurers on the Contractors' all-risks, advance loss of revenue,
      material damage and loss of revenue policies copies of the documents
      deposited in the Data System pursuant to Clause 9.3 above;

                                       98
<PAGE>

9.5   no later than the 15th business day after delivery of any document to the
      lead insurers under Clause 9.4 above, provide the Insurance Adviser with
      evidence of the insurers' acknowledgement of receipt thereof.

                                       99
<PAGE>

                                     PART 2
                          OPERATIONAL PHASE INSURANCES

All operational insurance should be in the name of the Borrower. The LENDERS and
the STEP-IN SPV should be Insured Parties in respect of sections of cover
numbered 1, 2 and 3; the SECRETARY OF STATE should be an insured party in
respect of section 3 of cover.

1.    MATERIAL DAMAGE (PROPERTY)

      COVER                   "All risks" of loss of damage to the Property
                              Insured from any cause not excluded.

      PROPERTY INSURED        Property and interests of every description used
                              for or in connection with the ownership,
                              maintenance and operation of the Project Road
                              including all property for which the Borrower is
                              responsible.

      SUM INSURED             An amount sufficient to pay claims on a full
                              replacement value basis or loss limit basis based
                              on a loss limit projection to be agreed by the
                              Agent (in consultation with the Insurance
                              Adviser).

      DEDUCTIBLE              Not exceeding (pound)50,000 per occurrence or such
                              other amount as may be mutually agreed upon by
                              the Borrower and the Agent (in consultation with
                              the Insurance Adviser) from time to time.

      PERIOD                  12 months and annually renewable thereafter.

      PRINCIPAL EXTENSIONS    Replacement/reinstatement basis of claims
                              settlement
                              Architects' and surveyors' fees
                              Debris removal costs
                              Additional costs of complying with public
                              authority requirements
                              Cost of labour and computer time expended in
                              reproducing documents or computer records,
                              including accidental or malicious erasure
                              Automatic reinstatement of sum insured
                              Full Terrorism

      PRINCIPAL EXCLUSIONS    Machinery breakdown
                              War and civil war
                              Radioactive contamination
                              Deliberate acts or omissions of the Insured
                              Unexplained shortages or mysterious disappearance.
                              The cost of making good wear and tear, gradual
                              deterioration, flaws, deformation, distortion,
                              cracks or partial fractures, defects in design,
                              materials or workmanship but this shall not

                                      100
<PAGE>

                              exclude subsequent damage resulting from an
                              ensuing cause which is not otherwise excluded
                              Sonic bangs
                              Loss of or damage to vehicles licensed for road
                              use, marine vessels or aircraft

2.    LOSS OF REVENUE (BUSINESS INTERRUPTION)

      INDEMNITY               In respect of loss of revenue, additional expenses
                              or Financing Costs and/or continuing expenses
                              during the Indemnity Period resulting from a
                              physical loss, destruction or damage covered under
                              the material damage insurances.

      PERIOD                  12 months and annually renewable thereafter.

      SUM INSURED             An amount representing the loss over a 12 month
                              period or loss limit based on a loss limit
                              projection to be agreed by the Borrower and the
                              Agent (in consultation with the Insurance
                              Adviser).

      INDEMNITY PERIOD        12 months from the date of the damage.

      WAITING PERIOD          7 days per occurrence or such other period as may
                              be mutually agreed upon by the parties from time
                              to time.

      PRINCIPAL EXTENSIONS    Denial of access as a result of damage in the
                              vicinity of the Project Road Utilities

      NOTE                    See Note in paragraph 2 of Part 2 of this Schedule
                              8.

3.    THIRD PARTY LIABILITY

      COVER                   Legal liability of the Insured to third parties
                              for bodily injury, illness or death, loss or
                              damage arising from the activities of the Insured.

      LIMIT                   Minimum limit of (pound)50,000,000 any one
                              occurrence/unlimited in the number of occurrences
                              but in the aggregate in respect of product
                              liability and pollution or such other amount as
                              may be mutually agreed upon by the Borrower and
                              the Agent (in consultation with the Insurance
                              Adviser) from time to time.

      DEDUCTIBLES             Not exceeding (pound)10,000 each and every claim
                              in respect of property damage only or such amount
                              as may be subject to a level of deductible in an
                              amount as may be mutually agreed upon by the
                              Borrower and the Agent (in consultation with the
                              Insurance Adviser).

                                      101
<PAGE>

      PERIOD                  12 months and annually renewable thereafter.

      PRINCIPAL EXTENSIONS    Including inter alia:

                              Interference, trespass, loss of amenities,
                              nuisance, denial of access, obstruction etc.

                              Cross liabilities clause

                              Costs and expenses clause

                              Contractual liability clause

                              Worldwide Jurisdiction

                              Pollution - "sudden and accidental" basis.

      PRINCIPAL EXCLUSIONS    Penalties or fines imposed by regulatory or
                              statutory authorities and courts, liquidated and
                              ascertained damages, pollution other than "sudden
                              and accidental" pollution, inevitable occurrences,
                              Insureds' own employees.

4.    EMPLOYERS LIABILITY

      COVER                   As required under UK law.

      LIMIT                   Minimum limit of (pound)10,000,000 any one
                              occurrence/ unlimited in the number of
                              occurrences.

      PERIOD                  12 months and annually renewable thereafter.

5.    MOTOR VEHICLE LIABILITY

      COVER                   Motor Vehicle liability insurance complying with
                              UK Road Traffic Act legislation up to an unlimited
                              amount for private cars,(pound)5,000,000 for
                              Commercial Vehicles;

6.    FIDELITY GUARANTEE OR CRIME INSURANCE

      INDEMNITY               The fraudulent misappropriation of cash/assets of
                              the Borrower.

      LIMIT                   (pound)5,000,000 in the aggregate.

      DEDUCTIBLE              (pound)25,000 each and every event or such other
                              amount as may be mutually agreed upon by the
                              Borrower and the Agent (in consultation with the
                              Insurance Adviser) from time to time.

      PERIOD                  12 months and annually renewable thereafter.

                                      102
<PAGE>

                                     PART 3
                                POLICY PROVISIONS

1.    GENERAL PROVISIONS

The policies shall include the following provisions substantially in the form
set out below:

(1)   The insurers hereby agree to waive all rights of subrogation howsoever
      arising which they may have or acquire against any of the Lenders and
      their officers, directors, employees and assigns arising out of any
      occurrence in respect of which any claim is admitted hereunder.

(2)   All the provisions of this policy (except those relating to limits of
      liability) shall operate as if there were a separate policy covering each
      insured. Accordingly, the liability of the insurers shall not be
      conditional upon the due observance and fulfilment by any other Insured of
      the terms of this policy and of any duties imposed upon it relating
      thereto and shall not be affected by any failure in such observance of
      fulfilment by any other Insured.

(3)   The Lenders and their respective directors, employees and assigns shall
      (whether or not they are insured parties under the policy) in no
      circumstances be liable for the payment of any premium or to perform any
      other obligation owed to the insurers. The insurers waive all rights of
      contribution against any other insurance effected by the Lenders.

(4)   The Lenders and their respective officers, directors, employees and
      assigns are additional insureds under this policy. In respect of any
      policies covering third party liabilities, the Lenders are to be included
      as an insured.

(5)   The Agent shall be advised:

      (i)   at least 60 days (or such lesser period as may be agreed between the
            Agent, the Insurance Adviser and the Borrower Provided that such
            lesser period shall be a minimum of 30 days) before any cancellation
            is to take effect if any insurer cancels or gives notice of such
            cancellation of any insurance relative to the Project for any reason
            including non payment of premium;

      (ii)  at least 60 days (or such lesser period as may be agreed between the
            Agent, the Insurance Adviser and the Borrower Provided that such
            lesser period shall be a minimum of 30 days) before any reduction in
            any limit or coverage, any increase in any deductible or any
            termination before the original expiry date is to take effect;

      (iii) of any act or omission or of any event of which the insurer has
            knowledge and which might invalidate or render unenforceable in
            whole or in part any insurance relative to the Project.

(6)   In addition to any other requirements relating to such insurance, the
      Borrower shall ensure and agrees to procure that each of its primary
      insurers shall ensure in relation to

                                      103
<PAGE>

      each such policy of insurance that it acknowledges that the Borrower is
      the borrower under loans with the Lenders and that the following
      provisions shall apply to the policy:

      (i)   the insurer undertakes to advise the Lenders of any circumstance
            regarding the renewal or non-renewal of the insurance or failure to
            pay the premium so that there is not, under any circumstances, a
            break in the period of insurance and to pass outstanding premium
            notices to the Lenders, who may pay the premium on behalf of the
            insured;

      (ii)  the sums insured and risks covered under the insurances may not be
            reduced in any way without the prior written consent of the Agent;

      (iii) in the event of failure to pay the premium by the insured, as
            referred to in paragraph 5(i) above, the insurer undertakes to issue
            an endorsement modifying the policy, with effect from the preceding
            due date, to take account of any requirements of the Agent;

      (iv)  the insurer undertakes to make all payments under the policy
            directly into the Compensation Account and to name the Security
            Trustee as sole loss payee (except under policies or sections
            covering legal liability in respect of third party claims or
            employer's liability, or in respect of all payments following
            notification by the Security Trustee of the occurrence of a
            Designated Event or a Prepayment Event);

      (v)   the Insurers undertake to each Lender that the policy shall not be
            invalidated as regards the respective rights and interest of each
            Lender and that the Insurers will not seek directly or indirectly to
            avoid any liability under this policy because of any act, neglect,
            error or omission made by any other Insured (whether occurring
            before or after the inception of the policy), including, without
            limitation, any failure by any other Insured to disclose any
            material fact, circumstance or occurrence, any misrepresentation by
            any other Insured, any breach or non-fulfilment by any other insured
            whether or not any such act, neglect, error or omission, could, if
            known at any time, have affected any decision of the Insurers to
            grant the policy, to agree to any particular term or terms of the
            policy (including, without limitation, this provision) and the
            amount in relation to this policy or to liability which might arise
            thereunder. The Lenders shall have no duty of disclosure except in
            relation to information made available to them by any other insured
            parties relating to this Project,

      and that the foregoing provisions shall take effect from the date of the
      policy and may not be altered without the consent of the Lenders.

2.    COMMUNICATIONS

      All notices or other communications under or in connection with this
      policy will be given in writing or by telex or fax. Any such notice will
      be deemed to be given as follows:

      (i)   if in writing, when delivered;

                                      104
<PAGE>

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

      (iii) if by fax, when transmitted but only if, immediately after the
            transmission, the sender's fax machine records the correct
            answerback.

      The address and fax number of the Agent for all notices under or in
      connection with this policy are those notified form time to time by the
      Agent for this purpose to the Borrower's insurance broker at the relevant
      time. The initial address and fax of the Agent are as follows:

      The Agent: ABN AMRO Bank N.V.

      Address:

      Fax No:

      Attention:

                                      105
<PAGE>

                                     PART 4
                     FORM OF BROKER'S LETTER OF UNDERTAKING

[To the Agent]

Dear Sirs,

We confirm, in our capacity as insurance brokers to Yorkshire Link Limited, that
the insurances (the "INSURANCES") specified in Part [2] [other than Professional
Indemnity insurance, which will be in effect on 15 April 1996] [3] of Schedule 8
to the facility agreement (the "FACILITY AGREEMENT") dated [ ] 1996 between
Yorkshire Link Limited as borrower, ABN AMRO Bank N.V. as arranger, issuing bank
and agent and the parties named therein as banks are in effect as at the date
hereof on and in respect of the risks set out in the attached cover notes. We
also confirm that the Insurers have acknowledged the Notice of Assignment of
Insurances (a copy of which is attached hereto) and that the relevant
endorsements required pursuant to Schedule 8 to the Facility Agreement have been
or will be issued in substantially the form set out in Part 3 of Schedule 8 in
respect of the insurance policies (the "POLICIES") evidenced in the attached
cover notes for the period stipulated therein. Terms defined in the Facility
Agreement shall have the same meaning in this letter.

We confirm that we will advise you if the Borrower fails at any time to pay any
premiums due in respect of the Insurances. We further confirm that, in our
opinion, such Insurances comply with the Schedule of Minimum Insurances set
forth in, and the other provisions of, Schedule 8 of the Facility Agreement.

Pursuant to instructions received from the Borrower, we hereby undertake in
respect of the interests of the Borrower and the Lenders in the insurances
referred to in the attached cover notes, binder or certificate from [the
Insurers/us] that we will use our best endeavours:

1.    to seek Insurers' agreement to have endorsed on each and every Policy as
      and when the same is issued endorsements substantially in the form
      attached hereto together with a copy of the said Notice of Assignment of
      Insurances to the insurer signed by authorised signatories of the Borrower
      and acknowledged by the Insurers;

2.    (a)   to advise you promptly upon receipt of notice of any material
            changes which we know to be material notified to us which are
            proposed to be made in the terms of the insurances and which, if
            effected, would result in any material reduction in limits of
            coverage (including those resulting from extensions) or in any
            increase in deductibles, exclusions or exceptions;

      (b)   to notify you at least 30 days prior to the expiry of these
            insurances if we have not received instructions from the Borrower to
            negotiate renewal, and, in the event of our receiving instructions
            to renew, to advise you promptly of the details thereof; and

                                      106
<PAGE>

      (c)   to notify you at least 30 days prior to ceasing to act as brokers to
            the Borrower (unless owing to circumstances beyond our control in
            which case we shall notify you promptly upon becoming aware that we
            shall cease, or that we have ceased, to act);

3.    to pay to the Facility Agent without any set-off or deduction of any kind
      for any reason any and all proceeds from the insurances received by us
      from the Insurers except as might be otherwise permitted in the relevant
      loss payable clauses set out in the attached endorsements;

4.    to advise you:

      (a)   if any insurer cancels or gives notice of cancellation of this
            insurance at least 30 days before such cancellation is to take
            effect (unless owing to circumstances beyond our control in which
            case we shall notify you promptly upon becoming aware of such
            cancellation or notice of cancellation); and

      (b)   of any act or omission or of any event of which we have actual
            knowledge and which will invalidate or render unenforceable in whole
            or in part this insurance;

5.    to disclose to the Insurers and the Agent any fact, change of circumstance
      or occurrence which we know to be material to the risks insured against
      under the insurances promptly when we become aware of such fact, change of
      circumstance or occurrence;

6.    to hold the insurance slips or contracts, the Policies with any renewals
      thereof of any new or substitute policies (in each case, issued only with
      the Agent's consent), to the extent held by us, to the order of the Agent.

The above undertakings are given:

      (a)   subject to our lien, if any, on the Policies referred to above for
            premiums and fees due under and in respect of the Policies and
            subject to any Insurers' right of cancellation (if any) following
            default in excess of 60 days in payment of such premiums, but we
            undertake to advise you as soon as practicable if any such amounts
            are not paid to us by the due date and to give you a reasonable
            opportunity of paying such amounts of such premiums outstanding
            before notification of cancellation on behalf of the Insurers; and

      (b)   subject to our continuing appointment as insurance brokers to the
            Borrower and shall automatically cease upon termination of our
            appointment.

This letter shall be governed by and construed in all respects in accordance
with English law.

                                Yours faithfully,

                                      107
<PAGE>

                     .....................................
                              for and on behalf of
                             [The insurance broker]

                                      108
<PAGE>

                                     PART 5
                   FORM OF NOTICE OF ASSIGNMENT OF INSURANCES
           IN RESPECT OF MATERIAL DAMAGE & LOSS OF REVENUE INSURANCES

To:   [Insurer]

                                                                 Date: [       ]

Dear Sirs,

We hereby give you notice that we have assigned by way of security pursuant to a
debenture entered into by us in favour of Lloyds Bank Plc as trustee (the
"SECURITY TRUSTEE") dated [ ] all our right, title and interest in and to the
[insurance policy/proceeds of insurance] details of which are set out below to
the Security Trustee.

After your receipt of this notice:

(a)   all payments under or arising from the material damage insurances(6)
      should be made to the Secretary of State (except where the property
      insured has already been restored, replaced or reinstated, in which case
      the payments should be made to Yorkshire Link Limited);

(b)   all payments under or arising from the loss of revenue insurances* should
      be made to the Security Trustee or to its order; and

(c)   all rights, interests and benefits whatsoever accruing to or for the
      benefit of ourselves arising from the [policy] belong to the Security
      Trustee.

We acknowledge that we remain obliged to observe and perform all of our
obligations pursuant to the insurance policy and that all of your rights under
the policy are unaffected by this notice.

Please acknowledge receipt of this notice by signing the acknowledgement on the
enclosed copy letter and returning the same to the Security Trustee at [   ]
marked for the attention of [ ].

Details of the insurance policy:

<TABLE>
<CAPTION>
DATE          PARTIES INSURANCE POLICY              DETAILS OF ASSIGNED
----          ------------------------              -------------------
<S>           <C>                                   <C>
</TABLE>

--------------------------
(6)   Material damage insurance is deemed to include property damage and
      machinery breakdown insurances. Loss of revenue insurance is deemed to
      include business interruption and machinery breakdown business
      interruption insurances.

                                      109
<PAGE>

                                Yours faithfully,

                                .................
                              for and on behalf of
                             Yorkshire Link Limited

                                      110
<PAGE>

[On copy only:

To:   Yorkshire Link Limited with a copy to ABN AMRO Bank N.V.

We acknowledge receipt of a notice in the foregoing terms and confirm that we
have not received notice of any previous assignments or charges of or over any
of the rights, interests and benefits referred to in such notice.

[We further confirm that no amendment, waiver or release of any of such rights,
interests and benefits shall be effective without the prior written consent of
[the Security Trustee]. No termination of such rights, interests or benefits
shall be effective unless we have given [the Security Trustee] 30 days written
notice of the proposed termination.

For and on behalf of [       ]

By: ..........................

Dated:

                                      111
<PAGE>

                   FORM OF NOTICE OF ASSIGNMENT OF INSURANCES

     IN RESPECT OF THIRD PARTY LIABILITY AND EMPLOYER'S LIABILITY INSURANCES

To:   [Insurer]

                                                                  Date: [      ]

Dear Sirs,

We hereby give you notice that we have assigned by way of security pursuant to a
debenture entered into by us in favour of Lloyds Bank plc as trustee (the
"SECURITY TRUSTEE") dated [ ] all our right, title and interest in and to the
[insurance policy/proceeds of insurance] details of which are set out below to
the Security Trustee.

After your receipt of this notice:

(a)   all payments under or arising from the [third party liability insurances]
      should be paid directly to the person whose claim(s) constitutes the risk
      or liability insured against; and

(b)   all rights, interests and benefits whatsoever accruing to or for the
      benefit of ourselves arising from the [policy] belong to the Security
      Trustee.

We acknowledge that we remain obliged to observe and perform all of our
obligations pursuant to the insurance policy and that all of your rights under
the policy are unaffected by this notice.

Please acknowledge receipt of this notice by signing the acknowledgement on the
enclosed copy letter and returning the same to the Security Trustee at [   ]
marked for the attention of [    ].

Details of the insurance policy:

<TABLE>
<CAPTION>
DATE                  PARTIES INSURANCE POLICY                DETAILS OF ASSIGNED
----                  ------------------------                -------------------
<S>                   <C>                                     <C>
</TABLE>

                                Yours faithfully,

                                .................
                              for and on behalf of
                             Yorkshire Link Limited

                                      112
<PAGE>

[On copy only:

To:   Yorkshire Link Limited with a copy to ABN AMRO Bank N.V.

We acknowledge receipt of a notice in the foregoing terms and confirm that we
have not received notice of any previous assignments or charges of or over any
of the rights, interests and benefits referred to in such notice.

[We further confirm that no amendment, waiver or release of any of such rights,
interests and benefits shall be effective without the prior written consent of
[the Security Trustee]. No termination of such rights, interests or benefits
shall be effective unless we have given [the Security Trustee] 30 days written
notice of the proposed termination.

For and on behalf of [         ]

By: ............................

Dated:

                                      113

<PAGE>

                                   SCHEDULE 9
                               REPAYMENT SCHEDULE

<TABLE>
<CAPTION>
                 REPAYMENT DATE           PERCENTAGE
                 --------------           ----------
<S>              <C>                      <C>
2001.1              30-Sep-01               1.81%
2001.2              31-Mar-02               2.01%
2002.1              30-Sep-02               1.88%
2002.2              31-Mar-03               1.96%
2003.1              30-Sep-03               2.04%
2003.2              31-Mar-04               2.09%
2004.1              30-Sep-04               3.27%
2004.2              31-Mar-05               2.36%
2005.1              30-Sep-05               3.13%
2005.2              31-Mar-06               2.34%
2006.1              30-Sep-06               2.66%
2006.2              31-Mar-07               3.10%
2007.1              30-Sep-07               3.21%
2007.2              31-Mar-08               3.39%
2008.1              30-Sep-08               3.91%
2008.2              31-Mar-09               3.75%
2009.1              30-Sep-09               3.29%
2009.2              31-Mar-10               3.11%
2010.1              30-Sep-10               3.56%
2010.2              31-Mar-11               3.11%
2011.1              30-Sep-11               4.95%
2011.2              31-Mar-12               3.67%
2012.1              30-Sep-12               5.13%
2012.2              31-Mar-13               3.68%
2013.1              30-Sep-13               3.97%
2013.2              31-Mar-14               4.44%
2014.1              30-Sep-14               0.00%
2014.2              31-Mar-15               1.38%
2015.1              30-Sep-15               0.93%
2015.2              31-Mar-16               0.76%
2016.1              30-Sep-16               0.93%
2016.2              31-Mar-17               0.80%
2017.1              30-Sep-17               0.69%
2017.2              31-Mar-18               0.68%
2018.1              30-Sep-18               0.67%
2018.2              31-Mar-19               0.59%
2019.1              30-Sep-19               0.73%
2019.2              31-Mar-20               0.00%
2020.1              30-Sep-20               0.77%
2020.2              31-Mar-21               1.39%
2021.1              30-Sep-21               1.57%
2021.2              31-Mar-22               1.51%
2022.1              30-Sep-22               1.57%
</TABLE>


                                      114
<PAGE>

<TABLE>
<CAPTION>
                 REPAYMENT DATE           PERCENTAGE
                 --------------           ----------
<S>              <C>                      <C>
2022.2              31-Mar-23               1.15%
2023.1              30-Sep-23               1.41%
2023.2              31-Mar-24               0.65%
------              ---------               ----
TOTAL                                        100%
</TABLE>

                                      115
<PAGE>

                                   SCHEDULE 10
                           FORM OF UTILISATION REQUEST

To:         [Insert name of Agent]
            [Insert address of Agent]

Attention:  [Insert name of relevant department or title of relevant officer]

            (POUND)[ ] FACILITY AGREEMENT DATED 26 MARCH 1996 (AS AMENDED)

We refer to the above agreement between ourselves and yourselves as Arranger,
Agent and Issuing Bank (the "AGREEMENT"). Terms defined in the Agreement have
the same meaning in this notice.

We give you notice that we wish an Advance to be made to us as follows:

      FACILITY:            Tranche A

      AMOUNT:              (pound)

      DATE FOR
      DRAWDOWN:                                      20   (or, if that is not a
                           Business Day, the next Business Day)

      INTEREST PERIOD:     *1/3/6 months

      PURPOSE:             The proceeds of the Advance (less the amount to be
                           paid by you into the Debt Service Reserve Account
                           pursuant to Clause 4.2 of the Agreement, such payment
                           being hereby authorised by us) are to be: (1) made
                           available to us by payment to the Company Account;
                           and/or (2) used for the purposes contemplated in
                           Clause 22.27 of the Agreement and shall be paid by
                           you to the Claims Reserve Account (delete if one is
                           not applicable).

We hereby certify that:

(i)   No Event of Default or Potential Event of Default (other than in relation
      to Clause 22.27 which is being remedied by this Utilisation) has occurred
      and is continuing or will occur as a result of making this Advance;

(ii)  all representations and warranties in Clause 20 of the Agreement have been
      complied with by reference to the circumstances now existing; and

(iii) each of the conditions precedent in Clause 4.1 have been satisfied and
      will be satisfied after the making of the requested Advance.

                                      116
<PAGE>

We attach to this Notice (which shall form a integral part thereof) a revised
Project Forecast as set out in Clause 4.1(viii) of the Agreement.

Dated                                   20

                                        YORKSHIRE LINK LIMITED

                                        By:

                                        Authorised signatory/ies

                                      117
<PAGE>

THE BORROWER

YORKSHIRE LINK LIMITED

Address:   Level 30 Citypoint
           1 Ropemaker Street
           London
           EC2Y 9HD

Fax:       020 7065 2041

Attention: The Company Secretary

ABN AMRO BANK N.V.

Address:   250 Bishopsgate
           London
           EC2M 4AA

Fax:       020 7678 6021

Attention: Structured Debt Agency

                                      118
<PAGE>
* This agreement was and was deemed to be amended and restated by            an
  Amendment and Restatement Agreement dated as of September 4, 2001 between
  Yorkshire Link Limited, Yorkshire Link (Holdings) Limited, ABN AMRO Bank N.V.,
  European Investment Bank, European Investment Fund, Certain Financial
  Institutions, as hedging counterparties, 3i Group plc, Macquarie
  Infrastructure (UK) Limited and Balfour Beatty plc, which was executed by the
  authorized representatives of the parties thereto as follows:

YORKSHIRE LINK LIMITED

By: /s/ Sean MacDonald
   ------------------------------

YORKSHIRE LINK (HOLDINGS) LIMITED

By: /s/ Sean MacDonald
   ------------------------------

ABN AMRO BANK N.V. in each of its capacities as refinancing bank, Intercreditor
Agent, Senior Facility Agent, Senior Issuing Bank, Hedging Counterparty and
Security Trustee

By: /s/ Andrea Echberg
   ------------------------------

3i GROUP PLC

By: /s/ Andrew Bell
   ------------------------------

THE DAI-ICHI KANGYO BANK, LIMITED

By: /s/ Chris O'Gorman
   ------------------------------

THE ROYAL BANK OF SCOTLAND plc acting as agent for:

NATIONAL WESTMINSTER BANK PLC

By: /s/ Vivek Sapra
   ------------------------------

MACQUARIE INFRASTRUCTURE (UK) LIMITED

By: /s/ Sean MacDonald
   ------------------------------

BALFOUR BEATTY PLC

By: /s/ Anthony Rabin
   ------------------------------

EUROPEAN INVESTMENT BANK

By: /s/ E. Uhlmann                          /s/ T.C. Barrett
   ------------------------------           ---------------------------------

EUROPEAN INVESTMENT BANK for and on behalf of
EUROPEAN INVESTMENT FUND

By: /s/ P-L Gilibert                        /s/ K.J. Andreopoulos
   ------------------------------           ---------------------------------