DATED 19 May 1998
                                -----------------









                        TU FINANCE (NO. 2) HOLDINGS, INC.
                                  (as Chargor)


                                     - and -


                      CHASE MANHATTAN INTERNATIONAL LIMITED
                               (as Security Agent)







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

                                  SHARE CHARGE

            relating to ordinary shares in TU Finance (No. 2) Limited
--------------------------------------------------------------------------------















                              LOVELL WHITE DURRANT
                                     LONDON
                                   A1/PRM/NPF



<PAGE>


                                    CONTENTS


Clause                                                                   Page No

1.       INTERPRETATION........................................................1
2.       CHARGING CLAUSE.......................................................3
3.       POWER OF ATTORNEY.....................................................4
4.       VOTING RIGHTS AND DIVIDENDS...........................................4
5.       CONTINUING SECURITY...................................................5
6.       WARRANTIES............................................................5
7.       COVENANTS.............................................................6
8.       POWERS OF THE SECURITY AGENT..........................................6
9.       APPLICATION OF MONEY RECEIVED BY THE
         SECURITY AGENT OR A RECEIVER..........................................7
10.      LIMITATION OF SECURITY AGENT'S LIABILITY..............................7
11.      FURTHER ASSURANCE.....................................................7
12.      CONSOLIDATION OF MORTGAGES............................................7
13.      ADDITIONAL OR FUTURE SECURITY.........................................8
14.      OPENING OF NEW ACCOUNTS...............................................8
15.      FORBEARANCE AND SEVERABILITY..........................................8
16.      VARIATIONS AND CONSENTS...............................................8
17.      COSTS AND INTEREST ON OVERDUE AMOUNTS.................................9
18.      STAMP DUTY............................................................9
19.      CURRENCY INDEMNITY....................................................9
20.      COUNTERPARTS..........................................................9
21.      ASSIGNMENT............................................................9
22.      SECURITY AGENT.......................................................10
23.      SERVICE OF DEMANDS AND NOTICES.......................................10
24.      APPOINTMENT AND POWERS OF A RECEIVER.................................10
25.      OTHER POWERS EXERCISABLE BY THE SECURITY AGENT.......................11

<PAGE>


26.      SECURITY AGENT AS TRUSTEE,
         PERPETUITY PERIODS AND NO PARTNERSHIP................................11
27.      THIRD PARTY SECURITY PROVISIONS......................................11
28.      GOVERNING LAW AND JURISDICTION.......................................12




<PAGE>


THIS CHARGE made the 19th day of May 1998

BETWEEN:

(1)  TU FINANCE (NO. 2) HOLDINGS,  INC. a corporation registered in the State of
     Delaware,  United  States of America,  whose  address is 1601 Bryan Street,
     Dallas, Texas (the "Chargor"); and

(2)  CHASE MANHATTAN INTERNATIONAL LIMITED as agent and trustee on behalf of the
     Beneficiaries (as defined below),  whose address is 125 London Wall, London
     EC2Y 5AJ.



WITNESSES as follows:

1.   INTERPRETATION

1.1  In this Charge terms defined in the Facility Agreement and not redefined in
     this Charge have the meaning  set out in that  document  and, in  addition,
     unless  the  context  otherwise  requires,  the  following  words  have the
     following meanings:

     "Beneficiaries"        collectively the Arrangers, the Facility Agent, the
                            Issuing Bank, the Security Agent and the Banks;

     "Business Day"         a day on which banks generally are open for business
                            in the City of  London  and in New  York  (excluding
                            Saturdays and bank or public holidays);

     "Company"              TU Finance (No. 2) Limited, a company registered in
                            England with Number 3514100;

     "Derivative Assets"    include:

                            (a)  allotments,  rights,  money or property arising
                                 from the Shares by way of conversion, exchange,
                                 redemption,   bonus,   preference,   option  or
                                 otherwise;

                            (b)  dividends,  distributions,  interest  and other
                                 income from the Shares; and

                            (c)  stock,   shares  and   securities   offered  in
                                 addition to or substitution for the Shares;

     "Document"             includes any transfer, renunciation, proxy, mandate,
                            legal or other charge, mortgage, assignment, deed or
                            other document;

     "Encumbrance"          includes any mortgage,  pledge, lien, hypothecation,
                            charge,  assignment or deposit by way of security or
                            any other agreement or arrangement  giving or having
                            the  effect  of  giving   security  or  preferential
                            treatment to a creditor;


<PAGE>


     "Expenses"             interest,  costs and  expenses  which the Chargor is
                            liable to  reimburse  to the  Security  Agent  under
                            clause 17 (Costs and  Interest  on Overdue  Amounts)
                            and any  liability of the Chargor  under  clauses 18
                            (Stamp Duty) or 19 (Currency Indemnity);

     "Facility Agreement"   the  facility  agreement  dated  2 March  1998  made
                            between TU Finance  (No. 1) Limited  (1), TU Finance
                            (No. 2) Limited and TU  Acquisitions  PLC (2), Chase
                            Manhattan plc,  Lehman  Brothers  International  and
                            Merrill  Lynch  Capital  Corporation  (as Joint Lead
                            Arrangers)  (3), The Chase  Manhattan  Bank,  Lehman
                            Commercial  Paper  Inc  and  Merrill  Lynch  Capital
                            Corporation   (as   Underwriters)   (4),  The  Chase
                            Manhattan   Bank  (as  Issuing   Bank)  (5),   Chase
                            Manhattan  International Limited (as Facility Agent)
                            (6) and Chase  Manhattan  International  Limited (as
                            Security  Agent) (7) as amended  and  restated by an
                            agreement  dated 3 March  1998 and 21 April 1998 and
                            which   expression   shall   include   any   further
                            amendments,  supplements,  accessions, variations or
                            additions  to such  agreement,  however  fundamental
                            (including,   without  limitation,  changes  to  the
                            facilities  provided or increases  in their  maximum
                            amount);

     "Principal"            each of the  companies  specified  or referred to in
                            the Schedule to this Charge;

     "Original Shares"      all of the shares in the issued share capital of the
                            Company owned by the Chargor;

     "Receiver"             means any  receiver  and  manager or  receivers  and
                            managers  appointed under clause 24 (Appointment and
                            Powers of Receiver) and (where the context  requires
                            or permits)  includes any  substituted  receiver and
                            manager or receivers and managers;

     "Regulations"          the Uncertificated Securities Regulations 1995;

     "Relevant              System"  the  meaning  given  to  that  term  by the
                            Regulations   and   includes  any  other  system  or
                            facility  (in  the  United   Kingdom  or  elsewhere)
                            providing  for the  deposit  of,  and  clearance  of
                            transactions in, the Security Assets;

     "Secured Sums"         all money and  liabilities now or in the future due,
                            owing  or  incurred  to  each   Beneficiary  by  any
                            Principal under the Facility Agreement but excluding
                            any money and  liabilities due under any stand-alone
                            revolving  credit facility as contemplated by clause
                            24.5 of the  Facility  Agreement  together  with the
                            Expenses;

     "Security Agent"       Chase  Manhattan  International  Limited  acting  as
                            security agent and trustee for the Beneficiaries and
                            includes    any    successor    appointed   by   the
                            Beneficiaries
   

<PAGE>

                            pursuant to Clause 17.5 (Successor Facility Agent or
                            Security Agent) of the Facility Agreement;

     "Security Assets"      the Shares and  Derivative  Assets and  includes all
                            rights,  benefits  and  sums  now or in  the  future
                            accruing to the Chargor as a result of any  Security
                            Asset being held in a Relevant System (including the
                            Chargor's  rights  against the  operator  of, or any
                            participant in, the Relevant System); and

     "Shares"               the  Original  Shares  and all  other  shares in the
                            Company  owned by the Chargor while any Secured Sums
                            are outstanding.

1.2  Interpretation:  In this Charge, unless the context otherwise requires

     (a)  words  denoting  the  singular  number  only shall  include the plural
          number also and vice versa;

     (b)  words  denoting  the  masculine  gender  only shall also  include  the
          feminine gender;

     (c)  words denoting persons only shall include  corporations,  partnerships
          and unincorporated associations;

     (d)  references to clauses, paragraphs and Schedules are to be construed as
          references to clauses, paragraphs and Schedules of this Charge;

     (e)  references  to any  party  shall,  where  relevant,  be  deemed  to be
          references  to  or  to  include,  as  appropriate,   their  respective
          successors or permitted assigns;

     (f)  references in this Charge to this Charge or any other document include
          references   to  this  Charge  or  such  other   document  as  varied,
          supplemented, restated and/or replaced in any manner from time to time
          and/or  any  document  which  varies,  supplements,   restates  and/or
          replaces it;

     (g)  references to  "including"  shall not be construed  restrictively  but
          shall be construed  as meaning  "including,  without  prejudice to the
          generality of the foregoing";

     (h)  references  to  moneys,  obligations  and  liabilities  due,  owing or
          incurred under the Finance Documents shall include moneys, obligations
          and liabilities due, owing or incurred in respect of any extensions or
          increases in the amount of the facilities  provided for therein or the
          obligations and liabilities imposed thereunder;

     (i)  expressions  defined  in the  Companies  Act 1985  shall have the same
          meanings in this Charge,  except that the expression  "company"  shall
          include a body corporate established outside Great Britain;

     (j)  any  references  to any statute or any section of any statute shall be
          deemed  to  include   reference  to  any  statutory   modification  or
          re-enactment of it for the time being in force;

     (k)  the  limitation  on liability  conferred by Section 6(2) of the Law of
          Property  (Miscellaneous  Provisions)  Act 1994 shall not apply to the
          covenants for title implied on the part of the Chargor.

<PAGE>

1.3  Headings:  headings in this Charge are inserted for  convenience  and shall
     not affect its interpretation;

2.   CHARGING CLAUSE

2.1  Security Assets:  The Chargor as owner,  with full title guarantee,  hereby
     charges the  Security  Assets to the  Security  Agent by way of first fixed
     charge as continuing  security for the payment and discharge of the Secured
     Sums.

2.2  Disapplication of s.6(2) of the Law of Property (Miscellaneous  Provisions)
     Act 1994:  The Chargor shall be liable to the Security Agent under its full
     title guarantee covenants for anything which at the time of this Charge (or
     any later substitution or deposit) is within the actual knowledge,  or is a
     necessary  consequence  of facts then  within the actual  knowledge  of the
     Security Agent, and so Section 6 (2) of the Law of Property  (Miscellaneous
     Provisions) Act 1994 shall not apply to this Charge.

2.3  Obligation to deposit certificates: The Chargor shall promptly deposit with
     the Security Agent on the date hereof or on later receipt all  certificates
     and documents of title relating to Security Assets in certificated form and
     undated  transfers  executed  in blank  and  such  other  documents  as the
     Security  Agent may require to perfect  title to the Security  Assets (duly
     executed  by the  registered  holder) or for vesting or enabling it to vest
     the same in itself,  its nominees or any purchaser.  The Security Agent may
     at any time,  without  notice to the Chargor,  complete such  transfers and
     present them for registration.

3.   POWER OF ATTORNEY

3.1  Power of  Attorney:  The  Chargor  by way of  security  hereby  irrevocably
     appoints the Security Agent (whether or not a Receiver has been  appointed)
     and any Receiver separately the attorney of the Chargor (with full power to
     appoint substitutes and to delegate), in its name and on its behalf, and as
     its act and deed or otherwise, at any time to execute,  deliver and perfect
     any Document, perform any act, or give any instructions under the rules and
     practices of a Relevant  System or  otherwise  which may be required of the
     Chargor  under this  Charge and which the Chargor has failed to do within 7
     days of being notified by the Security Agent that it is required, or (on or
     after the Enforcement Date) as may be deemed by such attorney  necessary or
     desirable  for any  purpose of this  Charge or to  enhance  or perfect  the
     security intended to be constituted by it or to transfer legal ownership of
     any Security Assets.

3.2  Ratification:  Without  prejudice  to  the  generality  of  the  provisions
     contained in clause 3.1 (Power of Attorney),  the Chargor hereby  covenants
     with the Security Agent and  separately  with any Receiver that if required
     so to do the Chargor will ratify and confirm:

     (a)  all  transactions  entered  into by it or (as the case may be) them at
          its or (as the case may be) their  instance in the proper  exercise of
          its or (as the case may be)  their  powers  in  accordance  with  this
          Charge; and

     (b)  all  transactions  entered  into by it or (as the case may be) them in
          signing, sealing,  delivering and otherwise perfecting any Document as
          aforesaid;

         and the Chargor irrevocably  acknowledges and agrees that such power of
         attorney is (inter  alia) given to the Security  Agent,  or as the case
         may be,  the  Receiver  or both,  to secure  the  performance  of these
         obligations owed to him or them by the Chargor.

<PAGE>


4.   VOTING RIGHTS AND DIVIDENDS

4.1  Chargor to retain  voting rights and  dividends  until Charge  enforceable:
     Unless and until this Charge  becomes  enforceable  or the  Security  Agent
     otherwise directs at any time while a Default is continuing:

     (a)  for so long as the  Chargor  remains the  registered  owner of all the
          Security Assets:

          (i)  all  voting  and other  rights  (including  the right to  receive
               dividends)  attaching to any Security Assets shall continue to be
               exercised  by  the  Chargor  for  so  long  as it  remains  their
               registered owner and subject to clause  7.3(Covenants),  Provided
               that the Chargor  undertakes  not to exercise any voting or other
               rights in a way which is  likely  to  prejudice  the value of the
               Security Assets or otherwise  jeopardise the security constituted
               by this Charge; and

          (ii) the  Chargor  shall be free to deal  with all the  dividends  and
               interest  paid  thereon,   subject  to  the   provisions  of  the
               Facilities Agreement:

     (b)  if Security Assets are registered in the name of the Security Agent or
          the Security Agent's nominee:

          (i)  all voting and other rights  attaching to them shall be exercised
               by the nominee in accordance  with  instructions  in writing from
               time to time  received from the relevant  Chargor,  Provided that
               the relevant  Chargor  undertakes not to give any instructions to
               exercise  any voting or other  rights in a way which is likely to
               prejudice   the  value  of  the  Security   Assets  or  otherwise
               jeopardise the security created by this Charge; in the absence of
               any such instructions,  the nominee shall refrain from exercising
               any such rights; and

          (ii) all dividends,  distributions,  interest and other moneys paid on
               and  received by the  Security  Agent in respect of the  Security
               Assets shall be collected by the Seucrity  Agent as agent for the
               Chargor  and paid to the  Chargor to such  account as it may from
               time to time specify.

4.2  Security   Agent  to  have  voting  rights  and   dividends   after  Charge
     enforceable: At any time after this Charge has become enforceable:

     (a)  the Security  Agent may (in the name of the Chargor or  otherwise  and
          without any further  consent or  authority on the part of the Chargor)
          exercise all voting and other rights  attaching to the Security Assets
          and any rights  attaching to the Security Assets to nominate or remove
          a director as if the Security Agent was the sole  beneficial  owner of
          the Security Assets;

     (b)  all  Derivative  Assets  shall,  if  received  by the  Chargor  or its
          nominee, be held on trust for and forthwith paid or transferred to the
          Security Agent; and

     (c)  the Chargor shall (and shall  procure that its nominees  shall) accept
          short notice for and attend any meeting of the holders of any Security
          Assets,  appoint  proxies  and  exercise  voting and other  rights and
          powers  exercisable  by the  holders  of the  Security  Assets  as the
          Security Agent may direct from time to time.


<PAGE>



5.   CONTINUING SECURITY

     This Charge  shall be a continuing  security to the Security  Agent and the
     Beneficiaries,  notwithstanding  any intermediate  payment or settlement of
     account or any other matter whatever, and shall be in addition to and shall
     not prejudice or be prejudiced by any right of lien,  set-off,  combination
     or other rights  exercisable by the Security Agent and the Beneficiaries as
     bankers against the Chargor or any security,  guarantee,  indemnity  and/or
     negotiable  instrument  now or in the future held by the Security  Agent or
     any Beneficiary.

6.   WARRANTIES

     The Chargor represents and warrants to the Security Agent that:

     6.1  the  Original  Shares  are and any  Shares  deposited  or  substituted
          hereafter will be fully called up and fully paid-up;

     6.2  (subject  to  this  Charge)  the  Original   Shares  are  legally  and
          beneficially  owned  by  the  Chargor  and  any  shares  deposited  or
          substituted  hereafter shall be beneficially  owned by it upon deposit
          or substitution and in each case free from any option,  equity,  trust
          or Encumbrance; and

     6.3  this  Charge  has been  properly  executed  by it and it has taken all
          necessary  action to  authorise  the  execution  and  delivery of this
          Charge  which  is  valid  and  binding  upon  it  and  enforceable  in
          accordance with its terms.

7.   COVENANTS

     The Chargor covenants with the Security Agent that it shall:

     7.1  not sell,  transfer,  alienate or deal with the Security Assets or any
          interest in any of the Security Assets or attempt or agree to do so;

     7.2  not  (except for this  Charge)  create or agree to create or permit to
          arise or subsist any Encumbrance on any of the Security Assets;

     7.3  not cause or permit  any of the  Security  Assets to be  consolidated,
          sub-divided  or  converted  and shall take such action as the Security
          Agent may direct in respect of any proposed  compromise,  arrangement,
          capital  organisation,  conversion,  exchange,  repayment  or takeover
          offer  affecting any of the Security Assets or any proposal to vary or
          abrogate any rights attaching to any Security Assets;

     7.4  promptly  pay direct to the Company any calls on any  Security  Assets
          which  (despite  clause 7.1) are not fully paid and if it defaults the
          Security  Agent may (but need not) do so on behalf of the Chargor (and
          any amount so expended shall be an Expense);

     7.5  forward  to  the  Security  Agent  any  notices,  reports,   accounts,
          circulars and other documents relating to the Security Assets promptly
          after they are received;

     7.6  (a)  (at its expense) execute and  deliver to the Security Agent or as
               it directs  such  documents,  transfers  and powers  of attorney,
               give  such  instructions  and  perform  such  other  acts  as the
               Security Agent may reasonably require at any time to  convert any
               Security Assets in certificated form into uncertificated form;

<PAGE>


          (b)  give the Security Agent at least 14 days' prior written notice of
               its  intention  to  convert   certificated   Security  Assets  to
               uncertificated; and

          (c)  not give an instruction for uncertificated  Security Assets to be
               recertificated without the Security Agent's prior written consent
               (and shall ensure that on recertification  the new certificate is
               delivered to the Security Agent promptly after its issue).

8.   POWERS OF THE SECURITY AGENT

8.1  When Charge  enforceable:  This Charge shall be immediately  enforceable if
     the  Enforcement  Date shall occur,  or if the Chargor fails to comply with
     any of its obligations under this Charge and in respect of any such failure
     which,  in the  reasonable  opinion of the  Security  Agent,  is capable of
     remedy, such action as shall remedy the same to the reasonable satisfaction
     of the  Security  Agent  shall  not have been  taken  within 21 days of the
     Chargor becoming aware of such default.

8.2  Statutory Power of Sale:  Section 103 of the Law of Property Act 1925 shall
     not apply to this Charge, but the statutory power of sale shall (as between
     the Security Agent and a purchaser  from the Security  Agent) arise on, and
     be  exercisable at any time after,  the execution of this Charge.  However,
     the Security Agent shall not exercise such power of sale until a demand has
     been made by the Facility Agent or the relevant  Beneficiaries under clause
     12.2 of the Facility  Agreement or a Receiver has been appointed,  but this
     provision  shall not affect a  purchaser  or require  him to ask  whether a
     demand or appointment has been made.

8.3  Third  Parties  not to be  concerned  with  Validity  of Demand:  No person
     dealing with the  Security  Agent or any  Receiver,  its agents or brokers,
     shall be concerned to enquire  whether this Charge has become  enforceable,
     or whether any power  exercised or  purported  to be  exercised  has become
     exercisable, or whether any Secured Sums remain due, or as to the necessity
     or expediency of any stipulations and conditions  subject to which the sale
     of any Security  Assets shall be made,  or otherwise as to the propriety or
     regularity of the sale of any Security  Asset, or to see to the application
     of any money paid to the Security Agent or such Receiver,  or its agents or
     brokers,  and each such  dealing  shall be deemed to be within  the  powers
     hereby conferred and to be valid and effectual accordingly.

9.   APPLICATION OF MONEY RECEIVED BY THE SECURITY AGENT OR A RECEIVER

9.1  Application of Recoveries: Any money received under the powers conferred by
     this Charge shall, subject to the discharge of any prior-ranking claims, be
     paid or  applied  in the order of  priority  set out in  clause  8.9 of the
     Facility Agreement.

9.2  Suspense Accounts: The Security Agent may, in its absolute discretion on or
     at any time or times after  demand and pending the payment to the  Security
     Agent of the whole of the Secured  Sums,  place and keep to the credit of a
     separate or suspense  account any money received,  recovered or realised by
     the  Security  Agent by  virtue  of this  Security  for so long and in such
     manner  as the  Security  Agent  may  determine  without  any  intermediate
     obligation to apply it in or towards the discharge of any Secured Sums.

10.  LIMITATION OF SECURITY AGENT'S LIABILITY

     The  Security  Agent  shall not be  liable  (save in the event of its gross
     negligence or wilful misconduct) for:


<PAGE>

     (a)  any loss  arising  out of such  sale or other  disposal  of any of the
          Security  Assets or the  exercise of or failure to exercise any of the
          Security Agent's powers under this Charge,  however caused and whether
          or not a better  price could or might have been  obtained by deferring
          or advancing the date of such sale or other  disposal and the Security
          Agent shall not be liable to account as  mortgagee in  possession  for
          any of the Security Assets; or

     (b)  any neglect or default to pay any call or  instalment or to accept any
          offer or to notify the  Chargor of any matter or for any other loss of
          any nature whatsoever in connection with any of the Security Assets.

11.  FURTHER ASSURANCE

     The  Chargor  shall at any time and from  time to time if  required  by the
     Security  Agent promptly  sign,  seal,  deliver and complete all Documents,
     give such  instructions  or  directions  as the Security  Agent may require
     relating  to any  Security  Assets in  uncertificated  form to  protect  or
     preserve its  security and do all acts and things which the Security  Agent
     may require for  perfecting or improving its title to and security over any
     Security  Assets or vesting or enabling it to vest any  Security  Assets in
     itself or its  nominee or in any  purchaser  or to  facilitate  the sale or
     other disposal of any of the Security  Assets or the exercise of any of the
     rights or powers  attaching to any Security  Assets or hereby  conferred on
     the Security  Agent,  such  Documents to be prepared by or on behalf of the
     Security  Agent at the cost of the  Chargor  and to be in such  form as the
     Security Agent may require.

12.  CONSOLIDATION OF MORTGAGES

     Section 93 of the Law of Property Act 1925 (restriction on consolidation of
     mortgages) shall not apply to this Charge.

13.  ADDITIONAL OR FUTURE SECURITY

     This Charge is in addition to and shall not affect (or be affected  by) any
     guarantees, indemnities or Encumbrances whatsoever which the Security Agent
     may  hold now or  hereafter  for any  part of the  Secured  Sums and may be
     enforced without first having recourse to any such guarantee,  indemnity or
     Encumbrance.

14.  OPENING OF NEW ACCOUNTS

14.1 Ruling off Accounts: On receiving notice that the Chargor has encumbered or
     disposed of any Security Assets,  the Security Agent and/or any Beneficiary
     may rule off the  Chargor's  account or accounts  and open a new account or
     accounts with the Chargor.

14.2 Credits  not  to  reduce  Indebtedness:   If  the  Security  Agent  or  any
     Beneficiary does not open a new account or accounts  immediately on receipt
     of such notice,  it shall  nevertheless  be treated as if it had done so at
     the time when it received  such  notice and as from that time all  payments
     made by the  Chargor to the  Security  Agent or such  Beneficiary  shall be
     treated as having been  credited to such new account or accounts  and shall
     not  operate to reduce the amount  owing from the  Chargor to the  Security
     Agent or such Beneficiary at the time when it received such notice.

<PAGE>

15.  FORBEARANCE AND SEVERABILITY

15.1 No  Waivers:  All rights,  powers and  privileges  under this Charge  shall
     continue in full force and effect,  regardless of the Security Agent or any
     Beneficiary exercising,  delaying in exercising or omitting to exercise any
     of them.

15.2 Invalidity and Severability:

     (a)  Neither the charge  created nor any of the covenants  given under this
          Charge shall be avoided or  invalidated  by reason only of one or more
          of such charge or covenants being invalid or unenforceable.

     (b)  Any  provision  of this  Charge  which for any  reason  is or  becomes
          illegal,  invalid or  unenforceable  shall be ineffective  only to the
          extent of such illegality,  invalidity and  unenforceability,  without
          invalidating the remaining provisions of this Charge.

16.  VARIATIONS AND CONSENTS

16.1 Variations  to be in writing  signed by all  parties:  No variation of this
     Charge shall be considered  valid and as constituting  part of this Charge,
     unless  such  variation  shall have been made in writing  and signed by the
     Security Agent (on behalf of the Beneficiaries) and the Chargor.

16.2 Variation:   The  expression   'variation'  shall  include  any  variation,
     supplement, extension, deletion or replacement however effected.

16.3 Conditional Consents: Save as otherwise expressly specified in this Charge,
     any consent of the Security  Agent may be given  absolutely or on any terms
     and subject to any conditions as Security Agent may determine in its entire
     discretion.

17.  COSTS AND INTEREST ON OVERDUE AMOUNTS

17.1 Costs and  Charges:  All costs,  charges  and  liabilities  (including  all
     professional  fees and disbursements and Value Added Tax and/or any similar
     tax) and all  other  sums  paid or  incurred  by the  Security  Agent,  the
     Beneficiaries  and/or any Receiver under this Charge,  shall be recoverable
     (on a full  indemnity  basis) as a debt  payable on demand from the Chargor
     may be debited  without  notice to any account of the  Chargor,  shall bear
     interest  accordingly  and shall be charged on the  Security  Assets of the
     Chargor.  Without  prejudice to the generality of the foregoing,  the costs
     recoverable by the Security Agent,  the  Beneficiaries  and/or any Receiver
     under this  Charge  shall  include (i) all costs  incurred by the  Security
     Agent and the Beneficiaries in preparing and  administering  this Charge or
     perfecting  the  security  created by it,  (ii) all costs  (whether  or not
     allowable  on  a  taxation  by  the  Court)  of  all  proceedings  for  the
     enforcement of this Charge or for the recovery or attempted recovery of the
     Secured  Sums,  (iii) all money  expended and all costs  arising out of the
     exercise of any power,  right or discretion  conferred by this Charge,  and
     (iv) all costs and losses  arising  from any  default by the Chargor in the
     performance of its obligations under this Charge.

17.2 Overdue  Amounts:  Any overdue  amounts  secured by this Charge shall carry
     interest at the rate and in accordance  with the terms  contained in clause
     5.4 of the Facility  Agreement in relation to overdue sums or at such other
     rate agreed  between the Chargor  and the  Security  Agent or the  relevant
     Beneficiary from time to time.

18.  STAMP DUTY

     The  Chargor  shall pay all  present  and future  stamp,  registration  and
     similar  taxes or charges  which may be payable or determined to be payable
     in any jurisdiction in connection with the

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     execution,  delivery,  performance  or  enforcement  of this  Charge or any
     judgment  given in  connection  with this  Charge and shall  indemnify  the
     Security  Agent against any and all  liabilities  including  penalties with
     respect to or  resulting  from its delay or omission to pay any such stamp,
     registration and similar taxes or charges.

19.  CURRENCY INDEMNITY

     Moneys received or held by the Security Agent or any  Beneficiary  pursuant
     to this  Charge  may  from  time to time  after  demand  has  been  made be
     converted  into such  currency  as the  Security  Agent or any  Beneficiary
     considers  necessary or  desirable  to  discharge  the Secured Sums in that
     currency at the Security Agent or that  Beneficiary's  then prevailing spot
     rate of exchange (as conclusively  determined by the Security Agent or that
     Beneficiary  acting  in good  faith)  for  purchasing  the  currency  to be
     acquired with the existing currency.

20.  COUNTERPARTS

     This Charge may be executed in any number of  counterparts,  each of which,
     when executed and  delivered,  shall be an original,  but all of which when
     taken together shall constitute a single instrument.

21.  ASSIGNMENT

     Each  Beneficiary  may assign or  transfer  all or any of their  respective
     rights  hereunder  or hold  their  rights  hereunder  on  trust  for  their
     successors or assigns or  transferees  subject  always to the provisions of
     clause 16 of the Facility Agreement.

22.  SECURITY AGENT

     The provisions of clauses 17 - 21 of the Facility  Agreement shall apply to
     the Security Agent's rights, obligations and duties under this Charge as if
     set out in this Charge in full.

23.  SERVICE OF DEMANDS AND NOTICES

23.1 Addresses:

     (a)  A demand for payment or any other  demand or notice  under this Charge
          may be made or given by any manager or officer of the  Security  Agent
          in writing addressed to the Chargor and served on it at the address of
          the  Chargor  stated  above or its  existing  or last  known  place of
          business  (or,  if more  than  one,  any one of  such  places),  or by
          facsimile  transmission  to the  facsimile  number  last  known to the
          Security Agent or by any other form of electronic  communication which
          may be available.

     (b)  Any  communication  to be given to any  Beneficiary  under this Charge
          must be given to the  Security  Agent in  writing  served on it at the
          address for service of the Security  Agent stated above or the address
          last notified to the Chargor by the Security Agent in writing.

23.2 Deemed Service: A notice or demand shall be deemed to be duly served on the
     Chargor:

     (a)  if delivered by hand, when left at its address;

     (b)  if sent by post,  at noon on the next day following the day of posting
          and  shall  be  effective  even  if it  is  misdelivered  or  returned
          undelivered;

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     (c)  if given or made by facsimile or other  electronic  communication,  at
          the time of transmission;

     Provided that,  where delivery or transmission  occurs after 6.00 p.m. on a
     Business  Day or on a day which is not a  Business  Day,  service  shall be
     deemed to occur at 9.00 a.m. on the next Business Day.

24.  APPOINTMENT AND POWERS OF A RECEIVER

24.1 Appointment of Receiver: At any time:

     (a)  on or after the Enforcement Date; or

     (b)  if so requested by the Chargor;

     the  Security  Agent may  appoint by writing  any person or persons to be a
     receiver  and manager or  receivers  and managers of all or any part of the
     Security Assets of the Chargor.

24.2 Power of  Receivers  Joint and  Several:  Where more than one  Receiver  is
     appointed,  they  shall have power to act  separately  unless the  Security
     Agent shall in the appointment specify to the contrary.

24.3 Security Agent to Determine  Remuneration  of Receiver:  The Security Agent
     may from time to time determine the remuneration of the Receiver.

24.4 Removal of Receiver:  The Security  Agent may (subject to Section 45 of the
     Insolvency  Act 1986) remove the Receiver  from all or any of the assets of
     which he is the Receiver.

24.5 Further  Appointment:  Such  an  appointment  shall  not  preclude  (i) the
     Security  Agent from making any  subsequent  appointment of a Receiver over
     all or any of the Security  Assets over which a Receiver has not previously
     been appointed or has ceased to act, or (ii) a Receiver,  while  continuing
     to act, consenting to the appointment of an additional Receiver to act with
     him.

24.6 Receiver to Act as Agent:  The  Receiver  shall be the agent of the Chargor
     (which  shall be solely  liable for his acts,  defaults  and  remuneration)
     unless and until the Chargor  goes into  liquidation,  after which he shall
     act as principal  and shall not become the agent of the  Security  Agent or
     the Beneficiaries.

24.7 Powers of Receiver:  The Receiver shall have the power to sell or concur in
     selling  (when  necessary  with the leave of the  court)  all or any of the
     Security  Assets and in addition  shall be entitled to exercise in relation
     to the Chargor concerned all the powers set out in Schedules 1 and 2 to the
     Insolvency Act 1986.

24.8 Third  Parties:  A person  dealing  with the Receiver in good faith and for
     full value  shall not be  concerned  to enquire  whether  the  Receiver  is
     validly  appointed or acting within his powers.  Neither the Security Agent
     nor any  Beneficiary  nor the  Receiver  shall  be  liable  to  account  as
     mortgagee in possession or otherwise for any money not actually received by
     it or him respectively, whether by way of payment, set-off, counterclaim or
     otherwise.

25.  OTHER POWERS EXERCISABLE BY THE SECURITY AGENT

25.1 Security Agent may Exercise  Receivers  Powers:  All powers of the Receiver
     conferred by this Charge may be exercised by the Security  Agent  following
     demand by the Security Agent

<PAGE>

     whether as  attorney  of the  Chargor or  otherwise  and whether or not the
     Receiver shall have been appointed.

26.  SECURITY AGENT AS TRUSTEE, PERPETUITY PERIODS AND NO PARTNERSHIP

26.1 Security  Agent:  The Security Agent hereby declares itself to be a trustee
     of this Charge (and any other  security in its favour  created  pursuant to
     this Charge) for the  Beneficiaries.  The  retirement of the Security Agent
     from being trustee and the appointment of any new trustee shall be effected
     in the manner provided in the Facility Agreement.

26.2 Perpetuity  Period:  The perpetuity  period  applicable to the trust hereby
     constituted shall be 80 years.

26.3 No  Partnership:  Nothing in this Charge shall  constitute  or be deemed to
     constitute a partnership between the Beneficiaries.

27.  THIRD PARTY SECURITY PROVISIONS

27.1 Restriction on the Chargor: The Chargor shall have no right to:

     (i)  make any claim  (whether by way of proof in  liquidation or otherwise)
          against  any  Principal  or  any  co-surety  or  any  property  of any
          Principal or any co-surety; or

     (ii) participate  in any  security  held or money  received by the Security
          Agent or any Beneficiary on account of the Secured Sums; or

     (iii)stand  in the  place  of the  Security  Agent  or any  Beneficiary  in
          respect of any such security or money;

     until in each case all Secured Sums have been repaid to the Security  Agent
     and/or the Beneficiaries in full.

27.2 Right to act  without  affecting  the  Charge:  The  Security  Agent or any
     Beneficiary  may at any time  (without  affecting  its rights  against  the
     Chargor under this Charge) grant, extend, increase,  renew, vary, determine
     or refuse any credit or facility to any Principal, or take, hold, exchange,
     vary,  release,  abstain  from  perfecting  or enforcing  any  guarantee or
     security for the Secured Sums,  or compromise  with or extend time or grant
     waivers,  releases or any indulgence to any Principal or any co-surety,  or
     make any  arrangement,  concession or settlement  with any of them or do or
     omit or neglect to do  anything  whatever  which,  but for this  provision,
     might exonerate or discharge the Principals'  obligations under the Finance
     Documents  (except for a specific  written  release  given by the  Security
     Agent of such obligations).

27.3 Retention:  The Security  Agent may keep the security held by it under this
     Charge in order to protect the Security Agent and the Beneficiaries against
     any possible  claim under  insolvency law for such period after all Secured
     Sums have been satisfied as the Security Agent  reasonably  considers to be
     necessary to avoid any risk under applicable  insolvency law. If a claim is
     made against the Security Agent or any Beneficiary  within that period, the
     Security  Agent may keep the  security  until that claim has  finally  been
     dealt with.

27.4 Continuing  Liability of Chargor:  The  winding-up  or  dissolution  of any
     Borrower will not affect the security held by the Security Agent under this
     Charge and any sum payable to the Security Agent or any  Beneficiary by the
     Chargor at the date of the  commencement  of such winding-up or immediately
     prior  to  such  dissolution  (as the  case  may be)  will  be  treated  as
     continuing payable until actually paid in full.

<PAGE>

27.5 Disability or Incapacity  of any  Borrower:  As a separate and  independent
     stipulation  the  Chargor  agrees  that if any  Secured  Sums  shall not be
     recoverable  from any  Borrower  by reason of any  legal  limitation  on or
     disability or incapacity of any Borrower or any other fact or circumstance,
     and  whether  known  to any  Beneficiary  or  not,  shall  nevertheless  be
     recoverable from the Security Assets as if the Chargor had been the sole or
     principal  debtor or debtors in respect thereof and shall be paid on demand
     in writing made by the Security Trustee.

28.  GOVERNING LAW AND JURISDICTION

28.1 Governing Law: This Charge shall be governed by and construed in accordance
     with English law.

28.2 Jurisdiction:   For  the  benefit  of  the  Security  Agent,   the  Chargor
     irrevocably  agrees that, subject to clause 28.5, the courts of England are
     to have  non-exclusive  jurisdiction to settle any disputes which may arise
     out  of  or in  connection  with  this  Charge  and  that  accordingly  any
     proceedings (referred to in this clause as "Proceedings") arising out of or
     in connection with this Charge may be brought in such courts.

28.3 Process Agent: The Chargor hereby designates,  appoints and empowers Messrs
     Norton Rose of Kempson House,  Camomile Street, London EC3A 7AN (Attention:
     Andrew Bamber/Marcus  Dougherty) (or such other address in England or Wales
     as the  Chargor  may  notify to the  Security  Agent) to accept  service of
     process in such  jurisdiction in any Proceedings and agrees that failure by
     such agent to give notice of such  service of process to the Chargor  shall
     not impair or affect the validity of such service or any judgment  based on
     it.

28.4 Waiver of objection:  The Chargor irrevocably waives any objection which it
     may have now or hereafter to the laying of the venue of any  Proceedings in
     the courts of England  and any claim  that any such  Proceedings  have been
     brought in an  inconvenient  forum and  further  irrevocably  agrees that a
     judgment in any such Proceedings brought in such courts shall be conclusive
     and binding upon it and may be enforced in any other jurisdiction.

28.5 Security Agent may take Proceedings in other jurisdictions: Nothing in this
     clause  28 shall  limit  the  right of the  Security  Agent to take  action
     against the Chargor in any court of  competent  jurisdiction  nor shall the
     taking of  Proceedings  by the Security Agent against the Chargor in one or
     more  jurisdictions  preclude  the  taking  of  Proceedings  in  any  other
     jurisdiction whether concurrently or not.

28.6 Consent to service outside  jurisdiction:  The Chargor further  consents to
     the service of process out of the courts of England in any such Proceedings
     by the mailing to it of copies by registered or certified airmail,  postage
     prepaid.


Executed by the Chargor as a Deed and by the  Security  Agent under hand the day
and year first above written.


<PAGE>

                                    SCHEDULE

                                   Principals


TU Finance (No.1) Limited (company number 3505836)

TU Finance (No.2) Limited (company number 3514100)

TU Acquisitions PLC (company number 3455523)

Target or any Subsidiary of the Target which, and to the extent that it, borrows
under the Facility Agreement


<PAGE>


EXECUTED and DELIVERED as a                                  )
Deed by TU FINANCE (NO. 2)                                   )
HOLDINGS (DELAWARE) INC.                                     )
(pursuant to a resolution of its Board                       )
of Directors) acting by its duly                             )
authorised officer:-                                         )


                  Name        Robert  S. Shapard                     [R Shapard]


                  Title       Treasurer and Assistant Secretary



SIGNED by                                                    )       [J Ritchie]
for and on behalf of                                         )
CHASE MANHATTAN INTERNATIONAL LIMITED                        )

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