EXHIBIT 4.2


THIS SUPPLEMENTAL AGREEMENT is dated 28th September, 1998 between:

(1)        DUNLOP STANDARD AEROSPACE GROUP LIMITED (registered no. 3573726) an
           English company with its registered office at 10 Snow Hill, London
           EC1A 2AL (the "Company") and each of the other Obligors as defined
           in the Original Credit Agreement referred to below and as set out
           in Schedule 1;

(2)        THE FUJI BANK, LIMITED as arranger of the Facilities (in this
           capacity the "Arranger");

(3)        THE BANKS AND FINANCIAL INSTITUTIONS set out in Schedule 2 as the
           original providers of the Facilities (as defined below) (in this
           capacity the "Original Lenders");

(4)        THE FUJI BANK, LIMITED as LC Bank (as defined below);

(5)        THE FUJI BANK, LIMITED as agent for the Lenders (in this capacity
           the "Facility Agent");

(6)        THE FUJI BANK, LIMITED as security agent and trustee for the
           Lenders (in this capacity the "Security Agent"); and

(7)        THE FUJI BANK, LIMITED as syndication manager (in this capacity the
           "Syndication Agent").

WHEREAS:

(A)        This Supplemental Agreement is supplemental to a credit agreement
           dated 31st July, 1998 (the "Original Credit Agreement") made
           between, inter alia, the Company, the Arranger, the Original
           Lenders and The Fuji Bank, Limited as Facility Agent and Security
           Agent pursuant to which the Lenders agreed to make available to the
           Borrowers certain term loan facilities, capital expenditure
           facilities and revolving credit facilities.

(B)        The parties to this Supplemental Agreement have agreed to
           supplement and amend the Original Credit Agreement on the terms set
           out below.

IT IS AGREED as follows:

1.         INTERPRETATION

(a)        Capitalised terms not otherwise defined in this Supplemental
           Agreement have the meanings given to them in the Original Credit
           Agreement, unless the context otherwise requires.

(b)        Terms defined in the Recitals hereto have the same meaning when
           used in this Supplemental Agreement.

(c)        Clause 1.2 of the Original Credit Agreement is deemed to be set out
           in full in this Supplemental Agreement but as if references to the
           Original Credit Agreement are references to this Supplemental
           Agreement.

2.         AMENDMENTS TO THE ORIGINAL CREDIT AGREEMENT

           The parties to this Supplemental Agreement hereby agree for
           themselves and for their successors, transferees and assigns
           pursuant to the Original Credit Agreement that, upon the
           satisfaction of the conditions precedent set out in Schedule 3
           hereto, the Original Credit Agreement shall be supplemented,
           amended and restated, and thereafter shall be read and construed
           for all purposes, as set out in Schedule 4 to this Supplemental
           Agreement.

3.         REPRESENTATIONS AND WARRANTIES

           Each Obligor represents and warrants to the Agents and each Lender
           on the date hereof that:

           (a)       Powers and authority: It has the power to enter into and
                     has taken all necessary action to authorise the entry
                     into and delivery of, this Supplemental Agreement and the
                     transactions contemplated by this Supplemental Agreement
                     (including, without limitation, under the Original Credit
                     Agreement as supplemented and amended by this
                     Supplemental Agreement).

           (b)       Legal Validity: Subject to the Reservations, this
                     Supplemental Agreement constitutes, and the Original
                     Credit Agreement when supplemented and amended by this
                     Supplemental Agreement will constitute, its legal, valid
                     and binding obligation.

           (c)       Non-conflict: The entry into and performance by it of,
                     and the transactions contemplated by, this Supplemental
                     Agreement and the Original Credit Agreement as
                     supplemented and amended by this Supplemental Agreement
                     do not and will not:

                     (i)       conflict in any material respect with any law or
                               regulation or any official or judicial order
                               applicable to it; or

                     (ii)      conflict with its constitutional documents; or

                     (iii)     conflict in any respect with, or entitle any
                               third party to terminate, any agreement or
                               document which is binding upon it, any other
                               member of the Group or any asset of any member
                               of the Group in a manner or to an extent which
                               might have a Material Adverse Effect or would
                               be reasonably likely to have a material adverse
                               effect on the business assets or financial
                               condition of the Company, any Borrower or any
                               Material Group Subsidiary or in a manner or to
                               an extent which could result in any liability
                               on the part of any Finance Party to any third
                               party.

           (d)       Authorisations: All authorisations required by any
                     Obligor in connection with the entry into, performance,
                     validity and enforceability of, and the transactions
                     contemplated by this Supplemental Agreement (including,
                     without limitation, under the Original Credit Agreement)
                     have been obtained or effected (as appropriate) and are
                     in full force and effect.

4.         INCORPORATION

(a)        This Supplemental Agreement is a Senior Finance Document for the
           purposes of the Original Credit Agreement and the other Senior
           Finance Documents.

(b)        This Supplemental Agreement shall, from the date of this
           Supplemental Agreement, be deemed to be incorporated as part of the
           Original Credit Agreement.

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

5.         MISCELLANEOUS

           The provisions of Clauses 26 (Expenses), 29 (Amendments and
           Waivers), 36 (Notices) and 37 (Jurisdiction) of the Original Credit
           Agreement shall apply to this Supplemental Agreement as though they
           were set out in this Supplemental Agreement in full, but as if
           references in those Clauses to the Original Credit Agreement were
           references to this Supplemental Agreement.

6.         COUNTERPARTS

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

7.         GOVERNING LAW

           This Supplemental Agreement is governed by English law.

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

<PAGE>

                                  SCHEDULE 1


The Obligors (other than the Company)

Dunlop Standard Aerospace (UK) Limited Serck Aviation Limited Dunlop Standard
Aerospace Overseas Limited Dunlop Standard Aerospace (US) Inc.
Standard Aerospace (Canada) Limited (previously known as 351439-1 Canada Inc.)
Dunlop Standard Aerospace Holdings Limited

<PAGE>

                                  SCHEDULE 2

                                    Lenders


The Fuji Bank, Limited
River Plate House
7-11 Finsbury Circus
London EC3M 7DH

<PAGE>



                                  SCHEDULE 3

                             Conditions Precedent


           A certified copy of a resolution of the board of directors of each
           of the Company (on behalf of itself and as Obligors' Agent on
           behalf of the other Obligors) and Dunlop Standard Aerospace (US)
           Inc. approving the terms of, and the transactions contemplated by,
           this Supplemental Credit Agreement and the Original Credit
           Agreement as supplemented, amended and restated by this
           Supplemental Credit Agreement and resolving that it execute this
           Supplemental Credit Agreement.

<PAGE>

                                                              CONFORMED COPY




                         SUPPLEMENTAL CREDIT AGREEMENT



                          DATED 28th September, 1998



                                    Between



                    DUNLOP STANDARD AEROSPACE GROUP LIMITED
                   and others as Borrowers and/or Guarantors

                            THE FUJI BANK, LIMITED
                                  as Arranger

                                  THE LENDERS

                            THE FUJI BANK, LIMITED
                     as Facility Agent and Security Agent

                                      and

                            THE FUJI BANK, LIMITED
                             as Syndication Agent

                  ___________________________________________

                     relating to a Credit Agreement dated
                                31st July, 1998
                 _____________________________________________







                                 ALLEN & OVERY
                                    London
                                  B3:139964.5

<PAGE>


                                   CONTENTS

Clause                                                                    Page

1.         Interpretation....................................................1
2.         Amendments to the Original Credit Agreement.......................2
3.         Representations and Warranties....................................2
4.         Incorporation.....................................................2
5.         Miscellaneous.....................................................3
6.         Counterparts......................................................3
7.         Governing Law.....................................................3


Schedules

Schedule 1 - The Obligors....................................................4
Schedule 2 - Lenders.........................................................5
Schedule 3 - Conditions Precedent............................................6
Schedule 4 - Conformed Copy Amended and Restated Credit Agreement............7

Signatories..................................................................181

<PAGE>


THIS CREDIT AGREEMENT is dated 31st July, 1998 and made between:

(1)        DUNLOP STANDARD AEROSPACE GROUP LIMITED (registered no. 3573726) an
           English company with its registered office at 10 Snow Hill, London
           EC1A 2AL (the "Company");

(2)        THE COMPANIES listed in Part I of Schedule 1 as borrowers and
           drawers (in this capacity each an "Original Borrower");

(3)        THE COMPANIES listed in Part II of Schedule 1 as guarantors (in
           this capacity each an "Original Guarantor");

(4)        THE FUJI BANK, LIMITED as arranger of the Facilities (in this
           capacity the "Arranger");

(5)        THE BANKS AND FINANCIAL INSTITUTIONS set out in Schedule 2 as the
           original providers of the Facilities (as defined below) (in this
           capacity the "Original Lenders");

(6)        THE FUJI BANK, LIMITED as LC Bank (as defined below);

(7)        THE FUJI BANK, LIMITED as agent for the Lenders (in this capacity
           the "Facility Agent");

(8)        THE FUJI BANK, LIMITED as security agent and trustee for the
           Lenders (in this capacity the "Security Agent"); and

(9)        THE FUJI BANK, LIMITED as syndication manager (in this capacity the
           "Syndication Agent").

IT IS AGREED as follows:

1.         INTERPRETATION

1.1        Definitions

           In this Agreement terms defined above or in Clause 22 have the same
           meaning when used in this Agreement and:

           "Accountants' Report" means the reports dated on or before the
           Signing Date prepared by PricewaterhouseCoopers and addressed,
           amongst others, to Doughty Hanson & Co Limited and the Company.

           "Accounting Date" means each 31st March, 30th June, 30th September
           and 31st December falling after the Closing Date, save as any such
           date may be adjusted by the Company with the agreement of the
           Facility Agent to avoid an Accounting Date falling on a day which
           is not a Business Day and/or to ensure that all Accounting Dates
           fall on the same day of the week.

           "Accounting Period" in relation to any person means any period of
           approximately one month, three months or one year for which
           Accounts of such person are required to be prepared ending, in the
           case of each three month and each one year period, on an Accounting
           Date, provided that the first quarterly Accounting Period of the
           Group shall commence on the Closing Date and end on 30th September,
           1998.

           "Accounts" means at any time the latest audited or unaudited, as
           the case may be, consolidated accounts of the Group and any other
           accounts of any member of the Group in each case delivered or
           required to be delivered to the Facility Agent pursuant to this
           Agreement, as the context requires.

           "Acquired Assets" means the shares and assets acquired or to be
           acquired by the Company and certain of its Subsidiaries pursuant to
           the terms of the Sale and Purchase Agreements (and as referred to
           in Clause 2 of the UK Sale and Purchase Agreement or Clause 2 of
           the US Sale and Purchase Agreement) and all other rights, assets
           and liabilities (tangible and intangible, present and future,
           actual and contingent) acquired by the Company or its Subsidiaries
           pursuant to the Sale and Purchase Agreements.

           "Acquisition" means the acquisition of the Acquired Assets by the
           Company or its Subsidiaries pursuant to the Acquisition Agreements.

           "Acquisition Agreements" means:

           (a) the Sale and Purchase Agreements;

           (b) the Dunlop Deed of Amendment (as defined in the UK Sale and
               Purchase Agreement);

           (c) the Serck Intellectual Property Licence and the Serck IPR
               Assignment (each as defined in the UK Sale and Purchase
               Agreement);

           (d) the Vendors' Guarantor's Indemnity (as defined in the UK Sale
               and Purchase Agreement);

           (e) the SWSW Licence (as defined in the US Sale and Purchase
               Agreement); and

           (f) the letter umbrella agreement between the Company and BTR
               International Limited,

           and all transfers and other instruments made pursuant to any
           thereof to which the Company, the Vendors or any member of the
           Group is a party.

           "Acquisition Costs" means all fees, costs, expenses, stamp,
           registration and capital taxes incurred by the Company (or any
           other member of the Group) in connection with the negotiation,
           preparation, execution and registration of the Transaction
           Documents.

           "Additional Borrower" means a member of the Group which becomes a
           Borrower in accordance with Clause 19.1.

           "Additional Cost" means (a) in relation to each Utilisation or
           overdue amount, the cost as calculated by the Facility Agent in
           accordance with Schedule 10 imputed to each Lender participating in
           such Utilisation or overdue amount through a Facility Office in the
           United Kingdom of compliance with the Mandatory Cost requirements
           of the Bank of England during that Interest Period, expressed as a
           percentage rate per annum and, (b) in relation to each Utilisation
           or overdue amount denominated in Dollars made to or owed by a U.S.
           Obligor, the rate per annum determined from the formula (A)(i)
           LIBOR applicable to such Utilisation or amount for the relevant
           Interest Period divided by (ii) 1 minus the Euro-Dollar Reserve
           Percentage minus (B) LIBOR applicable to such Utilisation or
           overdue amount for that Interest Period and (c) without double
           counting, in relation to each Utilisation or overdue amount the
           rate per annum certified by any Lender to the Facility Agent to be
           the cost to that Lender of compliance with all reserve assets,
           liquidity or cash margin or other requirements of any applicable
           monetary or other authority with whose requirements that Lender is
           required or accustomed to comply in relation to that Utilisation or
           overdue amount.

           "Additional Guarantor" means a member of the Group which becomes a
           Guarantor in accordance with Clause 19.2.

           "Advance" means the principal amount of each borrowing under this
           Agreement from (a) the Tranche A Commitments (each a "Tranche A
           Advance"), or (b) the Tranche B Commitments (each a "Tranche B
           Advance"), or (c) the Tranche C Commitments (each a "Tranche C
           Advance"), or (d) the Tranche D Commitments (each a "Tranche D
           Advance"), or (e) the Tranche E Commitments (each a "Tranche E
           Advance") or, in each case, the principal amount thereof
           outstanding from time to time and without any such designation
           means a Tranche A Advance, a Tranche B Advance, a Tranche C
           Advance, a Tranche D Advance or a Tranche E Advance as the context
           requires.

           "Aero Engine Equipment Division" means the businesses of designing
           and manufacturing heat exchangers, bleed valves, combustion
           heaters, air/oil separators, process heat exchangers and actuators
           carried on by Dunlop Aerospace Limited, Dunlop Limited, Dunlop
           Holdings Limited, Stewart Warner South Wind Corporation and Serck
           Aviation Limited from time to time and including the business of
           designing and manufacturing customised high technology rubber and
           polymer products.

           "Affiliate" in relation to any person means a Subsidiary or a
           Holding Company of that person and any other Subsidiary of a
           Holding Company of that person.

           "Agent" means the Facility Agent, the Syndication Agent or the
           Security Agent, as the context requires.

           "Agent's Spot Rate of Exchange" with respect to any Optional
           Currency on any day means the spot rate of exchange of the Facility
           Agent (as determined by the Facility Agent) for the purchase of the
           appropriate amount of such Optional Currency with Sterling in the
           London Foreign Exchange Market in the ordinary course of business
           at or about 10.00 a.m. on the day in question for delivery two
           Business Days thereafter.

           "Agreed Security Principles" means the memorandum entitled
           "Security Principles" in the agreed form.

           "Agreed Syndication List" means the list in the agreed form of
           those banks, financial institutions or trusts to which
           participations in the Facilities may be transferred without further
           consent of the Company.

           "Ancillary Bank" means any Bank which becomes an Ancillary Bank by
           operation of Clause 7.

           "Ancillary Commitment" means, at any time, the maximum principal
           amount permitted to be made available under the Ancillary Facility,
           relative thereto (which shall not, in any event exceed the Tranche
           D Commitment of the relevant Ancillary Bank) to the extent not
           cancelled or reduced under this Agreement.

           "Ancillary Documents" means the documents and other instruments
           pursuant to which the Ancillary Facility is made available and the
           Ancillary Outstandings are evidenced.

           "Ancillary Outstandings" means, at any time and with respect to any
           Ancillary Bank, the aggregate in Sterling (as calculated by such
           Ancillary Bank) of all of the following amounts outstanding at such
           time under the Ancillary Facility of such Ancillary Bank then in
           force:

           (a)       all amounts of principal then outstanding under any
                     overdraft, cheque drawing or other current account
                     facilities determined on the same basis (whether net or
                     gross) as that for determination of any limit on such
                     facilities imposed by the terms thereof;

           (b)       the maximum potential liability (excluding amounts stated
                     to be in respect of interest) under all guarantees, bonds
                     and letters of credit then outstanding under any
                     guarantee, bond, letter of credit or acceptance
                     facilities comprised in the Ancillary Facility; and

           (c)       in respect of any other facility or financial
                     accommodation, such other amount as fairly represents the
                     aggregate exposure of that Ancillary Bank with respect
                     thereto under its Ancillary Facility, as reasonably
                     determined by that Ancillary Bank from time to time in
                     accordance with its usual banking practice for facilities
                     or accommodation of the relevant type.

           "Applicable Accounting Principles" means for the purposes of the
           preparation and/or audit of any Accounts (whether consolidated or
           unconsolidated):

           (a)       of the Company or any member of the Group incorporated in
                     England and Wales to be delivered hereunder, accounting
                     principles and practices generally accepted in the United
                     Kingdom and approved by the Institute of Chartered
                     Accountants of England and Wales or other applicable
                     authority and which are consistent with the accounting
                     principles and practices applied in the preparation of
                     the Business Plan and the Accountants Report, and any
                     variation to such accounting principles and practices
                     which has been approved under Clause 21.5(c); and

           (b)       of any other member of the Group, accounting principles
                     and practices generally accepted in the country in which
                     such member is incorporated and approved by the relevant
                     local accounting standards board or other applicable
                     authority consistently applied, and any variation to such
                     accounting principles and practices which have been
                     approved under Clause 21.5(c).

           "Approved Bank" means the current clearing banks used by members of
           the Target Group in each jurisdiction unless the Majority Lenders
           notify the Obligors' Agent prior to Closing that they do not so
           approve of any such current bank or any other bank in such
           jurisdiction from time to time notified to the Facility Agent which
           has a short term rating of P1/A1 from Standard & Poors Corporation
           or Moody's Investor Services Inc., provided always that any such
           bank in the United Kingdom, the United States of America or Canada
           shall only be an Approved Bank if it has first been given and has
           acknowledged to the Security Agent any and all notices required by
           the Security Documents.

           "Auditors" means any of PricewaterhouseCoopers, Ernst & Young,
           KPMG, Arthur Andersen or Deloitte & Touche, or any successor firm
           of any of them appointed to audit the annual consolidated Accounts
           of the Company.

           "Available Facility Amount" means the amount of the Tranche D
           Commitments less the Original Sterling Amount of the then
           outstanding Tranche D Utilisations at such time taking into account
           any Tranche D Utilisations scheduled to be made, repaid or prepaid
           by assuming that the same occurs when due.

           "Availability Period" means the period from the date of this
           Agreement to (a) in respect of the Tranche A Commitments, the
           Tranche B Commitments and the Tranche C Commitments, close of
           business in London on the date three months from the Signing Date
           (respectively, the "Tranche A Availability Period", the "Tranche B
           Availability Period" and the "Tranche C Availability Period"), and
           (b) in respect of the Tranche D Commitments, close of business in
           London on the date one month prior to the Final A Repayment Date or
           if earlier the date that all amounts outstanding under the Tranche
           A Facility, the Tranche B Facility, the Tranche C Facility and the
           Tranche E Facility have been repaid or prepaid in full (the
           "Tranche D Availability Period"), and (c) in respect of the Tranche
           E Commitments, close of business in London on the seventh
           anniversary of Closing (the "Tranche E Availability Period").

           "Base Financial Statements" means the Accounts (as defined in each
           of the Sale and Purchase Agreements), including without limitation
           the management reports for the members of the Target Group for May
           1998.

           "Borrower" means an Original Borrower or an Additional Borrower.

           "Borrower Accession Agreement" means a letter substantially in the
           form of Part II of Schedule 6 with such amendments as the Facility
           Agent may approve or reasonably require.

           "Borrowings" means any indebtedness (including any interest and
           other charges relating thereto) in respect of:

           (a)       moneys borrowed or raised and debit balances at banks;

           (b)       any debenture, bond, bill, note, loan stock or other
                     security;

           (c)       any acceptance or documentary credit;

           (d)       receivables sold or discounted (otherwise than on a
                     non-recourse basis);

           (e)       the acquisition cost of any asset or service to the
                     extent payable before or after the time of acquisition or
                     possession by the party liable where the advance or
                     deferred payment (i) is arranged primarily as a method of
                     raising finance or financing the acquisition of that
                     asset or service or (ii) is normal in the trade concerned
                     and the advance is expressed to be payable more than 180
                     days before, or the deferred payment is payable more than
                     180 days after, the date of acquisition or possession of
                     such asset;

           (f)       finance leases and hire purchase and other arrangements
                     treated as finance leases in accordance with the
                     Applicable Accounting Principles or which are entered
                     into primarily as a method of raising finance or
                     financing the acquisition of the asset leased;

           (g)       currency or interest rate swap, or hedging arrangements
                     or financial futures transactions provided that any such
                     arrangements or transactions shall be valued at the net
                     amount owing to any counterparty under any such
                     arrangement or transaction (to the extent that the
                     underlying contract provides for net payments);

           (h)       any other transaction having the commercial effect of a
                     borrowing (whether involving money or commodities); or

           (i)       any guarantee, indemnity, letter of credit or similar
                     assurance against financial loss of any person in respect
                     of any indebtedness falling within paragraphs (a) to (h)
                     inclusive and any legally binding agreement to maintain
                     the solvency of any person whether by investing in,
                     lending to or purchasing any assets of such person.

           "Bridge Documents" means the Bridge Facility Agreement, any related
           fee letter, the Substitution Certificates, the Novation Agreements
           and Guarantor Accession Agreements (each as defined in the Bridge
           Facility Agreement), the Security Documents and the Priority
           Agreement and the Warrant Instrument (as defined in the Bridge
           Facility Agreement).

           "Bridge Facility Agreement" means the bridge facility agreement
           dated on or about the date hereof made between, amongst others,
           Dunlop Standard Aerospace Holdings Limited and others, The Fuji
           Bank, Limited as Arranger, Original Lender, Bridge Agent and the
           Security Agent.

           "Business Day" means:

           (a)       a day (other than a Saturday or a Sunday) on which banks
                     and foreign exchange markets are open for business in
                     London of the type contemplated by this Agreement
                     including for the giving and receiving of notices under
                     this Agreement; and

           (b)       in respect of a day on which a payment or other
                     transaction in an Optional Currency is required under
                     this Agreement a day (not being a Saturday or Sunday) on
                     which banks and foreign exchange markets are open for
                     business in:

                     (i)       the principal financial centre in the country
                               of that Optional Currency, or, if there is more
                               than one relevant country, the countries
                               designated by the Facility Agent; and

                     (ii)      the principal financial centre of the country
                               of the place of payment of the transaction or,
                               if more than one relevant country, the
                               countries designated by the Facility Agent.

           "Business Plan" means the base case model prepared by Doughty
           Hanson & Co Limited and approved by the Executives in the agreed
           form.

           "Canadaco" means Standard Aerospace (Canada) Limited (previously
           known as 351439-1 Canada Inc.).

           "Canadian Dollars" and "C$" means the lawful currency for the time
           being of Canada.

           "Canadian Re-organisation" means the merger of Canadaco with BTR
           Canada Inc. and Standard Aero Limited, as described in the
           Structure Memorandum.

           "Capex Blocked Account" means the account in the name of Holdco
           opened with the Facility Agent at its London office as referred to
           in Clause 4.4.

           "Capital Expenditure" means any expenditure which should be treated
           as capital expenditure in the audited consolidated Accounts of the
           Group in accordance with the Applicable Accounting Principles
           (which shall include for the avoidance of doubt, (i) expenditure on
           rental engine spares, (ii) any loans made to or subscriptions for
           shares or other investments in any Joint Venture (including,
           without limitation, the Kelly Air Force Base Joint Venture) save to
           the extent such loans, subscriptions or investments are to be used
           to fund working capital of such Joint Venture, and (iii) Deferred
           Costs).

           "Cash Equivalent Investments" means:

           (a)       debt securities (denominated in Sterling, Canadian
                     Dollars or Dollars) issued by the government of the
                     United Kingdom or Canada or the United States of America
                     having not more than six months to final maturity and
                     which are not convertible into any other form of
                     security;

           (b)       debt securities (denominated in Sterling, Canadian
                     Dollars or Dollars) which have not more than 60 days to
                     final maturity, are not convertible into any other form
                     of security, are rated P1 (Moody's Investor Services
                     Inc.) and A-1 (Standard & Poor's Corporation) and are not
                     issued or guaranteed by any member of the Group; and

           (c)       such other securities (if any) as are approved as such in
                     writing by the Facility Agent.

           "Certificates of Title" means the certificates of title in the
           agreed form prepared by Lovell White Durrant with respect to the
           Key Properties (other than the property at Bagworth as identified
           in the Debenture) addressed to inter alia, the Facility Agent, the
           Security Agent and the Lenders.

           "Chief Executive Officer" means the chief executive officer of the
           Company from time to time (being Robert C. Hamaberg at the Closing
           Date).

           "Chief Financial Officer" means the finance director of the Company
           from time to time (being David Unruh at the Closing Date) or in his
           absence his deputy (being a director of the Company).

           "Closing" means the completion of the Acquisition.

           "Closing Accounts" means accounts in the names of the Company and
           the Original Borrowers, Dunlop Aerospace Limited and BTR Canada Inc
           opened with the Facility Agent (and/or its Subsidiaries) before and
           for the purposes of Closing.

           "Closing Date" means the date on which Closing occurs pursuant to
           the Sale and Purchase Agreements, being the first Utilisation Date.

           "Commitment" in relation to a Lender means:

           (a)       when designated "Tranche A", "Tranche B", "Tranche C",
                     "Tranche D" or "Tranche E", the amount appearing and
                     designated as such against that Lender's name in Schedule
                     2 or in a Transfer Agreement or other document by which
                     it became party to or acquired rights under this
                     Agreement; or

           (b)       without any such designation, a Lender's Tranche A
                     Commitment or Tranche B Commitment or Tranche C
                     Commitment or Tranche D Commitment or Tranche E
                     Commitment, as the context requires,

           in each case as reduced or increased from time to time pursuant to
           any Transfer Agreement or other transfer pursuant to Clause 30 to
           which such Lender is party, and to the extent not cancelled,
           reduced, transferred or terminated under this Agreement
           (collectively the "Total Commitments").

           "Dangerous Substance" means any radioactive emissions, noise and
           any natural or artificial substance (in whatever form) the
           generation, transportation, storage, treatment, use or disposal of
           which (whether alone or in combination with any other substance)
           gives rise to a risk of causing harm to man or any other living
           organism or damaging the Environment or public health or welfare,
           including (without limitation) any controlled, special, hazardous,
           toxic, radioactive or dangerous waste.

           "Debenture" means the mortgage debenture dated on or about the
           Signing Date entered into by the Company and the Chargors (as
           defined therein) in favour of the Security Agent, as supplemented
           by any deeds of accession or other instruments supplemental
           thereto.

           "Default" means an Event of Default or an event which, with the
           giving of notice, lapse of time, determination of materiality or
           fulfilment of any other applicable condition (where such other
           condition is specified in this Agreement as being applicable) or
           combination of the foregoing, would constitute an Event of Default
           provided that any such event which requires the satisfaction of a
           condition as to materiality before it becomes an Event of Default
           shall not be a Default until that condition is satisfied.

           "Deferred Costs" means any annual expenditure that may be deferred
           in the audited consolidated Accounts of the Group to be matched
           against future revenue streams in accordance with the Applicable
           Accounting Principles (which, for the avoidance of doubt, shall
           include original equipment manufacturer ("OEM") authorisation and
           licensing fees, costs of equipment provided free of charge to
           OEM's, the cost of acquiring rental engines and development costs
           and shall exclude amortisation) less the amount of any cash
           proceeds of any sale and leasebacks.

           "Disclosure Letter" means the letter designated the "Disclosure
           Letter" dated on or before the Signing Date from the Company to the
           Facility Agent counter-signed by the Facility Agent for the
           purposes of identification which makes specific disclosures against
           the representations and warranties set out in Clause 20.

           "Disposals Account" means the blocked account held with the
           Facility Agent as defined in Clause 9.5.

           "Documentary Credit" means any letter of credit, guarantee or bond
           issued or to be issued pursuant to Clause 5.5, in each case as
           varied from time to time.

           "Dollars" and "$" means the lawful currency for the time being of
           the United States of America.

           "Dunlop Aviation Division" means the businesses of designing,
           manufacturing and servicing wheel and braking systems and brake
           management systems for the international civil and military
           aircraft markets and designing and manufacturing electro-thermal
           de-icing and ice protection systems carried on by Dunlop Holdings
           Limited, Dunlop Limited, Dunlop Aerospace Limited, Dunlop Aviation
           (SE ASIA) Pte Limited, Dunlop Aviation North America Inc. and
           Dunlop Aviation Canada Inc. from time to time.

           "Dunlop Investments" means Dunlop Standard Aerospace Overseas
           Investment Limited (registered number 3599223).

           "Dutchco" means a new company to be incorporated in the Netherlands
           on or after the Closing Date with the name Dunlop Standard
           Aerospace (Nederland) B.V.

           "Encumbrance" means any mortgage, pledge, lien, charge (fixed or
           floating), assignment for the purpose of providing security,
           hypothecation, right in security, security interest or trust
           arrangement for the purpose of providing security, and any other
           security agreement or other arrangement having the effect of
           providing security (including, without limitation, the deposit of
           monies or property with a person with the primary intention of
           affording such person a right of set-off or lien).

           "Environment" means all, or any of, the following media, the air
           (including, without limitation, the air within buildings and the
           air within other natural or man-made structures above or below
           ground), water (including, without limitation, ground and surface
           water) and land (including, without limitation surface and
           sub-surface soil).

           "Environmental Claim" means any claim by any person:

           (a)       in respect of any loss or liability suffered or incurred
                     by that person as a result of or in connection with any
                     violation of Environmental Law; or

           (b)       that arises as a result of or in connection with
                     Environmental Contamination and that could give rise to
                     any remedy or penalty (whether interim or final) that may
                     be enforced or assessed by private or public legal action
                     or administrative order or proceedings.

           "Environmental Contamination" means each of the following and their
           consequences:

           (a)       any release, discharge, emission, leakage or spillage of
                     any Dangerous Substance at or from any site owned,
                     occupied or used by any member of the Group into any part
                     of the Environment; or

           (b)       any accident, fire, explosion or sudden event at any site
                     owned, occupied or used by any member of the Group which
                     is directly or indirectly caused by or attributable to
                     any Dangerous Substance; or

           (c)       any other pollution of the Environment.

           "Environmental Law" means all laws (including, without limitation,
           common law), regulations, directives, codes of practice, circulars,
           guidance notices and the like having in each case legal effect
           concerning the protection of human health, the Environment, the
           conditions of the work place or the generation, transportation,
           storage, treatment or disposal of Dangerous Substances.

           "Environmental Licence" means any permit, licence, authorisation,
           consent or other approval required by any Environmental Law.

           "ERISA" means the United States Employee Retirement Income Security
           Act of 1974 as amended from time to time, or any successor statute
           thereto and any regulations promulgated thereunder.

           "ERISA Affiliate" means each person (as defined in Section 3(9) of
           ERISA), whether or not incorporated which would be considered a
           single employer with any Obligor domiciled in the United States
           within the meaning of Section 414(b), (c), (m) or (o) of the IRC
           and regulations promulgated under those sections or within the
           meaning of Section 4001(b) of ERISA but not including an Investor
           or any company (other than a member of the Group) which is owned,
           in whole or in part, by an Investor.

           "Euro-Dollar Reserve Percentage" means, for any day, that
           percentage (expressed as a decimal) which is in effect on such day,
           as prescribed by the Board of Governors of the Federal Reserve
           System of the U.S.A. (or any successor), for determining the
           maximum reserve requirement for a member bank of the Federal
           Reserve System in New York City with deposits exceeding five
           billion Dollars in respect of "Eurocurrency liabilities" as
           specified in Regulation D (or in respect of any other category of
           extensions of credit or other assets which includes loans by a
           non-United States office of any bank to United States residents).

           "Event of Default" means an event specified as such in Clause 23.1.

           "Excess Cash Capex Amount" for any annual Accounting Period
           starting on or after 1st January, 1999 means the amount by which
           (A) the aggregate of all cash (not being cash standing to the
           credit of a Disposals Account) and Cash Equivalent Investments held
           by members of the Group on the 31st December immediately preceding
           the start of such annual Accounting Period, less the amount of any
           Tranche D Advances then outstanding, is in excess of (B)
           (pound)12,500,000 (or its equivalent in other currencies) less the
           amount of the Total Purchase Price paid or incurred by members of
           the Group during the previous annual Accounting Period to the
           extent the amount of such payment was permitted by Clause
           21.15(d)(i)(C).

           "Executive" means each of David Shaw, David Johnson, Piet
           Walton-Knight, the Chief Executive Officer and the Chief Financial
           Officer (or any of their replacements from time to time as
           contemplated in Clause 21.33).

           "Expiry Date" means the date stated in a Documentary Credit to be
           its expiry date or the latest date on which demand may be made
           thereunder.

           "Facility" means each and any of:

           (a) the term loan facility referred to in Clause 2.1(a) (the
               "Tranche A Facility");

           (b) the term loan facility referred to in Clause 2.1(b) (the
               "Tranche B Facility");

           (c) the term loan facility referred to in Clause 2.1(c) (the
               "Tranche C Facility");

           (d) the revolving credit facility referred to in Clause 2.1(d) (the
               "Tranche D Facility");

           (e) the term loan facility referred to in Clause 2.1(e) (the
               "Tranche E Facility"); and

           (f) an ancillary facility referred to in Clause 2.1(f) (an
               "Ancillary Facility"),

           (together the "Facilities").

           "Facility Office" means in relation to any Lender the office or
           offices specified as such in Schedule 2 or in the Transfer
           Agreement by which such Lender became a party hereto or such other
           office notified by such Lender to the Facility Agent by not less
           than five Business Days' notice as the office through which it will
           perform all or any of its obligations under this Agreement.

           "Fee Letters" means the letters referred to in Clauses 25.1 and
           25.3.

           "Final Maturity Date" means the ninth anniversary of the first
           Utilisation Date.

           "Final A Repayment Date" means the date 90 months from the first
           Utilisation Date.

           "Finance Documents" means:

           (a)       when designated "Senior", this Agreement, the Fee
                     Letters, the Ancillary Documents, the Transfer
                     Agreements, the Borrower Accession Agreements, the
                     Guarantor Accession Agreements, the Security Documents,
                     the Hedging Documents, the Priority Agreement and any
                     other document designated as such by the Facility Agent
                     and the Company;

           (b)       when designated "Subordinated", the Subordinated
                     Documents or the Bridge Documents as the context
                     requires; and

           (c)       without any such designation the Senior Finance Documents
                     and/or the Subordinated Finance Documents as the context
                     requires,

           in each case as amended, novated or supplemented from time to time.

           "Finance Party" means the Arranger, a Lender, the LC Bank or the
           Agents (together the "Finance Parties").

           "Funds Flow Statement" means the chart and memorandum in the agreed
           form showing the payments to be made by any member of the Group or
           the Target Group at or immediately after Closing.

           "Group" means the Company and its Subsidiaries from time to time.

           "Guarantor" means an Original Guarantor or an Additional Guarantor.

           "Guarantor Accession Agreement" means a deed substantially in the
           form of Part III of Schedule 6 with such amendments as the Facility
           Agent may approve or reasonably require.

           "Guilders" and "DFL" means the lawful currency for the time being
           of the Netherlands.

           "Hedging Documents" means any and all currency or interest rate
           swap and/or interest cap and/or other hedging agreements entered
           into or to be entered into by any member of the Group as may from
           time to time be agreed in writing between the Company and the
           Facility Agent to constitute the Hedging Documents.

           "Holdco" means Dunlop Standard Aerospace (UK) Limited (registered
           no. 3599229).

           "Holding Company" means an entity of which another person is a
           Subsidiary.

           "Information Package" means the Business Plan and, when and to the
           extent agreed between the Company and the Syndication Agent, an
           information memorandum relating to the Group to be prepared for the
           purposes of syndication.

           "Insolvent Group Member" means any member of the Group:

           (a) which:

                     (i)       is, or is deemed or declared for the purposes
                               of any law to be, unable to pay its debts as
                               they fall due or to be insolvent, or admits in
                               writing its inability to pay its debts as they
                               fall due unless such member of the Group is
                               deemed to be insolvent solely under section
                               123(1)(a) of the Insolvency Act 1986 in
                               circumstances where it is contesting the
                               relevant debt in good faith and with due
                               diligence; or

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

                     (iii)     by reason of financial difficulties, begins
                               negotiations with its creditors generally with
                               a view to the readjustment or rescheduling of
                               any of its indebtedness; or

           (b) in respect of which:

                     (i)       any step is taken by, or on behalf of, that
                               company (including petition, proposal or
                               convening a meeting) with a view to a
                               composition, assignment or arrangement with any
                               of its creditors; or

                     (ii)      a meeting is convened by the company, its
                               directors or its shareholders for the purpose
                               of considering any resolution for (or to
                               petition for) its winding-up or its
                               administration or any such resolution is passed
                               (not being a solvent liquidation); or

                     (iii)     any person presents a petition for its
                               winding-up or administration (not being a
                               frivolous or vexatious petition and not being a
                               solvent liquidation); or

                     (iv)      any order for its winding-up or administration
                               is made (not being a solvent liquidation); or

                     (v)       any other step is taken by or on behalf of that
                               company (including petition, resolution,
                               proposal or convening a meeting) with a view to
                               the rehabilitation, administration,
                               custodianship, liquidation, winding-up or
                               dissolution of it; or

                     (vi)      any liquidator, trustee in bankruptcy, judicial
                               custodian, compulsory manager, receiver,
                               administrative receiver, administrator or the
                               like is appointed; or

                     (vii)     its directors request the appointment of a
                               liquidator, trustee in bankruptcy, judicial
                               custodian, compulsory manager, receiver,
                               administrative receiver, administrator or the
                               like; or

                     (viii)    any other steps are taken to enforce any
                               Encumbrance over any material part of its
                               assets, save where it is in good faith
                               contesting such enforcement by appropriate
                               proceedings,

                     unless (in the case only of any action, other than the
                     convening of a meeting to consider a resolution or to
                     petition for the administration of the relevant company
                     or the presentation of a petition or making of an order
                     for administration or taking of any other step with a
                     view to administration or appointment of an
                     administrator, referred to in paragraph (ii), (iii),
                     (iv), (v), (vi) and (vii) above) the Company demonstrates
                     to the Facility Agent's satisfaction that the action has
                     been dismissed or revoked within 21 days; or

           (c)       in respect of which there occurs in any country or
                     territory in which it is incorporated or carries on
                     business any event which, in the reasonable opinion of
                     the Majority Lenders, corresponds to or is analogous with
                     any of the events mentioned in paragraphs (a) or (b)
                     above.

           "Intellectual Property Rights" means all know-how, patents,
           trademarks, service marks, designs, business names, topographical
           or similar rights, copyrights and other intellectual property
           rights and any interests (including by way of licence) in any of
           the foregoing (in each case whether registered or not and including
           all applications for the same) of any member of the Group.

           "Interest" means:

           (a)       interest and amounts in the nature of interest accrued;

           (b)       prepayment penalties or premiums incurred in repaying or
                     prepaying any Borrowings;

           (c)       discount fees and acceptance fees payable or deducted in
                     respect of any Borrowings (and/or all fees payable in
                     connection with any letter of credit or guarantee); and

           (d)       any other costs, expenses and deductions of the like
                     effect (including, without limitation, the interest
                     element of finance leases) and any net payment (or, if
                     appropriate in the context, receipt) under any interest
                     rate hedging agreement or instrument (including without
                     limitation under the Hedging Documents), taking into
                     account any premiums payable for the same and the
                     interest element of any net payment (plus or minus any
                     accrued exchange gains or losses) under any currency
                     hedging instrument or arrangement,

           and "Interest" includes commitment, non-utilisation and annual
           agency fees (including, without limitation, those payable
           hereunder) but excludes front-end, management, arrangement and
           participation fees with respect to any Borrowings (including,
           without limitation, those payable hereunder) and any up-front
           premium or front-end fee payable pursuant to any Hedging Document.

           "Interest Date" means, in relation to any Advance or any overdue
           amount, the last day of an Interest Period relating thereto.

           "Interest Period" means, in relation to any Advance, each period
           determined in accordance with Clause 11.1 and, in relation to any
           overdue amount, each period determined in accordance with Clause
           10.3.

           "Investor" means the various companies and limited partnerships
           referred to in Schedule II of the Subscription Agreement.

           "Investors Capex Contribution Amount" means a subscription by the
           Investors in cash for additional shares in the capital of the
           Company in each of the first four annual Accounting Periods of the
           Group in an amount of (i) (pound)5,000,000 on the Closing Date
           (being in addition to the amount of the Equity Subscription
           referred to in Clause 4.1(b)), (ii) (pound)5,000,000 on or before
           31st January, 1999, (iii) (pound)5,000,000 on or before 31st
           January, 2000 and (iv) (pound)5,000,000 on or before 31st January,
           2001.

           "IRC" means the United States Internal Revenue Code of 1986 as
           amended from time to time or any successor statute thereto and any
           regulations promulgated thereunder.

           "Joint Venture" means any joint venture entity, whether a company,
           unincorporated firm, undertaking, association, joint venture or
           partnership in which any member of the Group has an interest from
           time to time.

           "Joint Venture Investment" has the meaning given to it in Clause
           21.34.

           "Kelly Air Force Base Joint Venture" means any special purpose
           limited liability entity in which any member of the Group has an
           interest established to tender for work at the Kelly Air Force Base
           in the United States of America.

           "Key Man Policies" means key man life assurance policies taken out
           or to be taken out by the Company and maintained by the Company in
           respect of the death or disability of each of the Executives listed
           below on such terms and with such insurers as the Facility Agent
           may reasonably require or approve, and in the following amounts for
           each Executive:

                       Executive                 Amount ((pound))

                       Robert C. Hamaberg            500,000
                       David Unruh                   500,000


           "Key Properties" means each of the freehold and leasehold
           properties owned by members of the Target Group at Coventry,
           Shepshed and Bagworth, as identified in the Debenture.

           "LC Bank" means The Fuji Bank, Limited and/or any Affiliate of it
           or any other bank which becomes the LC Bank pursuant to Clause 5.9.

           "Lender" means each bank, trust or other financial institution or
           Affiliate of such bank, trust or financial institution whose name
           is set out in Schedule 2 or to which rights and/or obligations
           under this Agreement are assigned or transferred pursuant to Clause
           30 or which assumes rights and obligations pursuant to a Transfer
           Agreement, and any successor or successors in title to any of the
           foregoing, PROVIDED THAT upon (i) termination in full of all the
           Commitments of any such bank, trust or financial institution or
           Affiliate of such bank, trust or financial institution, and (ii)
           irrevocable payment in full of all amounts which may be or become
           payable to such bank, trust or financial institution or Affiliate
           of such bank, trust or financial institution under the Senior
           Finance Documents, such bank, trust or financial institution or
           Affiliate of such bank, trust or financial institution shall not be
           regarded as being a Lender for the purposes of determining whether
           any provision of any of the Senior Finance Documents requiring
           consultation with or the consent or approval of or instructions
           from the Lenders or the Majority Lenders has been complied with.

           "LIBOR" in relation to any Advance or overdue amount for any
           Interest Period relative thereto, means:

           (a)       the annual rate of interest which appears on:

                     (i)       in the case of an Advance or overdue amount
                               denominated in Sterling or Dollars Telerate
                               page 3750;

                     (ii)      in the case of an Advance or overdue amount
                               denominated in an Optional Currency (other than
                               Dollars or Canadian Dollars) Telerate page
                               3740; and

                     (iii)     in the case of an Advance or overdue amount
                               denominated in Canadian Dollars, the Bankers
                               Acceptance Rate on Telerate page 3197,

                     or any equivalent successor to such page, as appropriate,
                     (the "Telerate Screen") as determined by the Facility
                     Agent at or about 11.00 a.m. (London time) on the first
                     day of such Interest Period (in the case of an Advance
                     denominated in Sterling) or two Business Days before the
                     commencement of such Interest Period (in the case of an
                     Advance denominated in an Optional Currency), as being
                     the interest rate offered in the London Interbank Market
                     for the offering of deposits in the currency of such
                     Advance for a period comparable to such Interest Period;
                     and

           (b)       (if the relevant rate does not appear on the Telerate
                     Screen for the purposes of paragraph (a) or the Facility
                     Agent determines that no rate for a period of comparable
                     duration to the relevant Interest Period appears on the
                     Telerate Screen) the arithmetic mean (rounded upward to
                     four decimal places) of the rates supplied to the
                     Facility Agent at its request, quoted by the Reference
                     Banks to leading banks in the London Interbank Market at
                     or about 11.00 a.m. (London time) on the first day of
                     such Interest Period (in the case of an Advance
                     denominated in Sterling) or two Business Days before the
                     commencement of such Interest Period (in the case of an
                     Advance denominated in an Optional Currency) for the
                     offering of deposits in the currency of such Advance for
                     a period comparable to its Interest Period, provided that
                     if any of the Reference Banks fails to supply such
                     offered rate to the Facility Agent by 1.00 p.m. (London
                     time) on the required date, "LIBOR" for the relevant
                     Interest Period shall be determined on the basis of the
                     quotations of the remaining Reference Banks.

           "Majority Lenders" means, at any time, Lenders the aggregate of
           whose Commitments:

           (a)       represent by value at least 66 2/3 per cent. of the Total
                     Commitments; or

           (b)       if the Total Commitments have been reduced to zero,
                     represented by value at least 66 2/3 per cent. of the
                     Total Commitments immediately before the reduction,

           provided that Clause 2.2(k) shall be ignored for the purposes of
           this definition.

           "Managers" means those individuals who are to subscribe for shares
           in the capital of the Company at Closing who are identified in
           schedule I of the Shareholders Agreement.

           "Margin" means:

           (a)       in respect of any Tranche A Advance or Tranche D
                     Utilisation, one point seven five zero per cent. (1.750%)
                     per annum, save as adjusted pursuant to Clause 10.4;

           (b)       in respect of any Tranche B Advance, two point two five
                     zero per cent. (2.250%) per annum; and

           (c)       in respect of any Tranche C Advance or Tranche E
                     Utilisation, two point five zero per cent. (2.50%) per
                     annum.

           "Material Adverse Effect" means any effect which is, or is
           reasonably likely to (i) be, materially adverse to the business,
           assets or financial condition of the Company, any Operating
           Division or of the Group taken as a whole, or (ii) be materially
           adverse to the ability of any Obligor (taking into account those
           sources of finance shown to be available to it including from
           within the Group at the relevant time which are both lawful and
           permitted by the terms of this Agreement) to comply with its
           payment obligations under the Senior Finance Documents or its
           obligations under Clause 22.2 or (iii) result in any of this
           Agreement, the Bridge Facility Agreement, the Subordinated Facility
           Agreement or the Sale and Purchase Agreements not being legal,
           valid and binding on and enforceable substantially in accordance
           with their material terms against any party thereto or materially
           and adversely affect the value of the security (taken as a whole)
           provided pursuant to the Security Documents.

           "Material Group Subsidiary" means each member of the Group (i)
           whose pre-tax profits represent five per cent. or any greater
           percentage of the Consolidated EBIT of the Group, or (ii) the book
           value of whose gross assets is five per cent. or more of the
           consolidated gross assets of the Group, in either case determined
           in accordance with the Applicable Accounting Principles or (iii)
           whose aggregate sales to third parties in any annual Accounting
           Period, calculated on a consolidated basis in accordance with the
           Applicable Accounting Principles and excluding VAT and/or sales
           tax, are at least five per cent. or more of the aggregate sales of
           the Group to third parties (similarly calculated), and for this
           purpose:

           (A)       in the case of a company which itself has Subsidiaries,
                     the calculation shall be made by using the consolidated
                     pre-tax profits or gross assets or aggregate sales, as
                     the case may be, of it and its Subsidiaries;

           (B)       the calculation of consolidated pre-tax profits or gross
                     assets or aggregate sales shall be made by reference to:

                     (I)       the latest accounts of the relevant company
                               (or, as the case may be, a consolidation of the
                               accounts of it and its Subsidiaries) used for
                               the purpose of the then latest unaudited
                               quarterly or audited annual consolidated
                               Accounts of the Group delivered to the Facility
                               Agent under Clause 21.2; and

                     (II)      those unaudited quarterly or audited annual
                               consolidated Accounts (as the case may be) of
                               the Group;

           (C)       each member of the Group named in Schedule 4 or, if
                     later, in the latest annual list of Material Group
                     Subsidiaries provided by the Company to the Facility
                     Agent pursuant to Clause 21.2(d)(i)(B) shall be deemed to
                     be a Material Group Subsidiary until either the next list
                     of Material Group Subsidiaries is delivered to the
                     Facility Agent pursuant to Clause 21.2(d)(i)(B) or it is
                     shown to the Facility Agent's reasonable satisfaction not
                     to be a Material Group Subsidiary under paragraph (B)
                     above; and

           (D)       any member of the Group which is not a Material Group
                     Subsidiary to which any Material Group Subsidiary
                     transfers in any annual Accounting Period any fixed
                     assets in any transaction or series of transactions
                     (related or not) with an aggregate book value or market
                     value in excess of (pound)10,000,000 shall be deemed to
                     be a Material Group Subsidiary (and the Material Group
                     Subsidiary from which the assets were transferred shall
                     be deemed to continue to be a Material Group Subsidiary)
                     unless and until it is shown (in each such case) to the
                     Facility Agent's reasonable satisfaction not to be a
                     Material Group Subsidiary under paragraph (B) above.

           "Multiemployer Plan" means a Plan which is a multiemployer plan as
           defined in section 3(37) or 4001(a)(3) of ERISA.

           "Net Proceeds" means:

           (a)       the consideration received by any member of the Group in
                     respect of the disposal to any person who is not a member
                     of the Group of all or any part of its business,
                     undertaking or assets (including the amount of any
                     intercompany debt repaid to continuing members of the
                     Group), net of all Taxes applicable on, or to any gain
                     resulting from, the disposal and of all third party
                     costs, fees and expenses properly incurred by members of
                     the Group in arranging and effecting that disposal;
                     and/or

           (b)       the proceeds of any claim:

                     (i)       against any of the Vendors under the
                               Acquisition Agreements (including, without
                               limitation, any adjustment to the purchase
                               price), but after deduction of all Taxes
                               applicable on, and all third party costs, fees
                               and expenses properly incurred in connection
                               with, such claim; and/or

                     (ii)      for loss or destruction of or damage to
                               property of a member of the Group made by a
                               member of the Group under any insurance policy
                               (excluding the proceeds of any claim for loss
                               of profits or business interruption),

                     in each case, save where the claim is for the
                     reimbursement or payment on account of monies lawfully
                     and properly disbursed or to be disbursed (including for
                     the reinstatement of or the purchase of replacement
                     assets) and/or payments or liabilities lawfully and
                     properly made or incurred or to be made or incurred by
                     any member of the Group, in which case the proceeds shall
                     only be taken into account for the purposes of this
                     definition if (and to the extent that) (A) they exceed
                     the amount of the monies and/or payments or liabilities
                     actually so disbursed and/or made or incurred and/or (B)
                     such monies or payments are not so disbursed or made
                     within 12 months of the date of receipt of the proceeds
                     of any such claim.

           "Newcos" means each of the Company, Dunlop Standard Aerospace
           Holdings Limited, Holdco, Dunlop Standard Aerospace Overseas
           Limited, Serck Aviation Limited, Dunlop Standard Aerospace (US)
           Inc., Dunlop Investments, Canadaco and Dutchco.

           "Novation Agreement" has the meaning given to it in Clause 30.3.

           "Obligor" means a Borrower or a Guarantor.

           "Obligors' Agent" means the Company appointed to act on behalf of
           each Obligor pursuant to Clause 2.4.

           "Operating Division" means each of:

           (i) the Standard Aero Division;

           (ii) the Dunlop Aviation Division; and

           (iii) the Aero Engine Equipment Division.

           "Operating Division Heads" means each of the Executives (other than
           the Chief Executive Officer and the Chief Financial Officer) at the
           date of this Agreement and each other person from time to time
           notified by the Company to the Facility Agent as managing any of
           the Operating Divisions.

           "Optional Currency" means any currency other than Sterling which is
           readily available and freely transferable in the London Foreign
           Exchange Market in sufficient amounts to fund the relevant Advance.

           "Original Sterling Amount" means in relation to any amount:

           (a)       (if denominated in Sterling) the principal amount which
                     is, or is to be, outstanding, drawn or issued; or

           (b)       (if denominated in an Optional Currency) the Sterling
                     Equivalent of the principal amount which is, or is to be,
                     outstanding, drawn or issued calculated, in the case of
                     an Advance, two Business Days prior to the Utilisation
                     Date for that Utilisation and in the case of a
                     Documentary Credit, on the Utilisation Date for that
                     Utilisation.

           "Original Investors" means Doughty Hanson & Co. Limited (or funds
           managed by it).

           "Outstanding Liability Amount" in relation to any Documentary
           Credit at any time means the maximum amount for which the LC Bank
           or the Lenders, as the case may be, could be actually and/or
           contingently liable thereunder less the aggregate of (i) all
           amounts thereof repaid or prepaid hereunder and (ii) all amounts
           (if any) paid out by the LC Bank (or the Lenders) thereunder for
           which the LC Bank and/or the Lenders have been reimbursed by the
           Obligors (whether or not out of the proceeds of a Tranche D
           Advance).

           "Party" means a party to this Agreement.

           "PBGC" means the Pension Benefit Guaranty Corporation or any entity
           succeeding to any or all of its functions under ERISA.

           "Pension Plan" means a Plan that is subject to Title IV of ERISA.

           "Plan" means an "employee benefit plan" within the meaning of
           Section 3(3) of ERISA and which is subject to ERISA with respect to
           which any U.S. Obligor, any Subsidiary of a U.S. Obligor or any
           ERISA Affiliate may have any liability (other than a Multiemployer
           Plan).

           "Priority Agreement" means the priority agreement dated on or about
           the Signing Date between the Company, the Borrowers and Guarantors,
           the Agents, the Lenders, the Hedging Banks, the Subordinated
           Lenders, the Subordinated Agent and the Intercompany Creditors and
           Intercompany Debtors (each as defined therein).

           "Proforma Accounts" means the form of monthly and quarterly
           consolidated management Accounts of the Group in the format and
           with the headings and level of information agreed by the Company
           and the Facility Agent from time to time (or if not so agreed as
           reasonably required by the Facility Agent).

           "Recognised Lender" means, a bank, trust or other financial
           institution which is:

           (a)       in respect of a Utilisation made available to a Borrower
                     whose jurisdiction of incorporation is in or part of the
                     United Kingdom:

                     (i)       a bank as defined in Section 840A of the Income
                               and Corporation Taxes Act 1988 (or any
                               statutory re-enactment or modification thereof)
                               which is within the charge to United Kingdom
                               corporation tax as regards interest payable or
                               paid to it under this Agreement; or

                     (ii)      if at any time Section 349 or Section 840A of
                               the Income and Corporation Taxes Act 1988 (or
                               any statutory re-enactment or modification
                               thereof, in substantially the same form and
                               context as at the date hereof) shall not at any
                               time continue in full force and effect, is a
                               bank carrying on through its Facility Office a
                               bona fide banking business in the United
                               Kingdom which is within the charge to United
                               Kingdom corporation tax as regards any interest
                               payable or paid to it under this Agreement; or

                     (iii)     in respect of a bank, trust or other financial
                               institution making an Advance under the Tranche
                               B Facility, Tranche C Facility or Tranche E
                               Facility only, at the time the bank, trust or
                               other financial institution becomes a party to
                               this Agreement, is resident in a country with
                               which the United Kingdom has an appropriate
                               double taxation treaty and such treaty provides
                               at the date hereof (or in the case of a
                               transferee under Clause 30, at the date of
                               transfer) under its terms for full relief from
                               United Kingdom income Tax on interest for an
                               entity such as the bank, trust or other
                               financial institution or its transferee when
                               acting through the office or any branch,
                               Affiliate or agency through which it is acting
                               for the purposes of this Agreement; or

           (b)       in respect of Utilisations made available to a Borrower
                     whose jurisdiction of incorporation is other than in the
                     United Kingdom:

                     (i)                  for the time being lending through a
                                          branch, Affiliate or agency in the
                                          jurisdiction of incorporation of
                                          such Borrower; or

                     (ii)                 (A) lending through any other
                                          branch, Affiliate or agency if, at
                                          the time the bank, trust or
                                          financial institution becomes a
                                          party to this Agreement, it is
                                          resident in a country with which the
                                          jurisdiction of incorporation of
                                          such Borrower has an appropriate
                                          double taxation treaty which
                                          provides at the date hereof (or in
                                          the case of a transferee under
                                          Clause 30, at the date of transfer)
                                          under its terms for full relief from
                                          that jurisdiction's income Tax on
                                          that jurisdictions' source interest
                                          for an entity such as such bank,
                                          trust or other financial institution
                                          when acting through the branch,
                                          Affiliate or agency through which it
                                          is acting; and

                               (B)        prior to the first Interest Date
                                          after the date on which such Lender
                                          became a party to this Agreement on
                                          which any interest on any of the
                                          Advances to such Borrower in which
                                          such Lender has a participation is
                                          payable, has made and filed an
                                          appropriate application for relief
                                          under such treaty (or would have
                                          done so but for any failure by such
                                          Borrower to comply with its
                                          obligations under Clause 13.5); or

                     (iii)     in respect of Utilisations made available to a
                               Borrower resident in Canada, for the time being
                               lending through its Facility Office or though
                               any branch, Affiliate or agency used for the
                               purposes of making Utilisations to any other
                               Borrower under this Agreement.

           "Reference Banks" means the principal London offices of The Fuji
           Bank, Limited and of such other Lenders as may become Reference
           Banks pursuant to Clause 30.4.

           "Re-organisation" means those aspects of the Target Group
           re-organisation expressed to occur on or after the Closing Date as
           described in the Structure Memorandum (including, without
           limitation, the Canadian Re-organisation, the transfer of Dunlop
           Standard Aerospace US Inc. to Dunlop Aerospace Limited and the
           transfer of some or all of Dunlop Investment's interests in BTR
           Aerospace B.V. and Vliegwiel B.V. to Dutchco).

           "Repayment Date" means a Tranche A Repayment Date, a Tranche B
           Repayment Date, a Tranche C Repayment Date or a Tranche E Repayment
           Date or such of them as the context requires.

           "Repayment Instalment" means a Tranche A Repayment Instalment (as
           defined in Clause 8.1), a Tranche B Repayment Instalment (as
           defined in Clause 8.2), a Tranche C Repayment Instalment (as
           defined in Clause 8.3) or a Tranche E Repayment Instalment (as
           defined in Clause 8.5) or such of them as the context requires.

           "Reportable Event" means a "reportable event" described in Section
           4043 of ERISA (other than a "reportable event" not subject to the
           provision for 30-day notice to the PBGC and other than a reportable
           event described in Section 4043(c)(9) to (12) of ERISA).

           "Reports" means each of:

           (a)       the Accountants' Report;

           (b)       the legal due diligence report dated on or before the
                     Signing Date prepared by, amongst others, Lovell White
                     Durrant;

           (c)       the industry and market report dated on or before the
                     Signing Date prepared by Canaan Group Limited;

           (d)       the environmental report dated on or before the Signing
                     Date prepared by Dames & Moore; and

           (e)       the insurance due diligence investigation dated 16th
                     July, 1998 prepared by Willis Corroon (the "Insurance
                     Report"),

           in each case either addressed to the Agents and the Lenders or the
           subject of a separate reliance letter confirming that the Agents
           and the Lenders are entitled to rely on such report.

           "Request" means a request made by a Borrower or by the Obligors'
           Agent on behalf of a Borrower for a Utilisation, substantially in
           the form of Schedule 5.

           "Reservations" means the principle that equitable remedies are
           remedies which may be granted or refused at the discretion of the
           court, the limitation of enforcement by laws relating to
           bankruptcy, insolvency, liquidation, reorganisation, court schemes,
           moratoria, administration and other laws generally affecting the
           rights of creditors, the time barring of claims under the
           Limitation Acts, the possibility that a court may strike out
           provisions of a contract as being invalid for reasons of
           oppression, undue influence, (in the case of default interest)
           representing a penalty or similar reasons and any other
           reservations or qualifications of law (but not of fact) expressed
           in any of the legal opinions issued pursuant to Schedule 3, Part I,
           paragraphs 15 and 22.

           "Sale and Purchase Agreements" means:

           (i)       the share and business sale and purchase agreement
                     between certain of the Vendors, the Company and certain
                     of its Subsidiaries dated on or before the Signing Date
                     providing, inter alia, for the sale by BTR International
                     Limited (or certain of its Affiliates) and the purchase
                     by the Company and certain of such Subsidiaries of Dunlop
                     Holdings Limited, BTR Canada Inc, BTR Aerospace B.V., BTR
                     Vliegwiel B.V., Standard Aero (Asia) Pte Limited, Dunlop
                     Aviation (SE Asia) Pte Limited and Standard Aero
                     International Pty Limited (the "UK Sale and Purchase
                     Agreement"); and

           (ii)      the agreement between certain of the Vendors, the Company
                     and certain of its subsidiaries dated on or before the
                     Signing Date providing, inter alia, for the sale by BTR
                     International Limited (or certain of its Affiliates) and
                     the purchase by the Company and certain of such
                     Subsidiaries of Standard Aero Inc., Stewart Warner South
                     Wind Corporation and Dunlop Aviation North America Inc.
                     (the "US Sale and Purchase Agreement").

           "Security Costs" means all fees, costs, expenses, stamp,
           registration and capital taxes incurred by the Company (or any
           other member of the Group) in connection with the execution and
           registration of the Security Documents.

           "Security Documents" means the share charges and other security
           documents identified in Schedule 7, together with such other
           security documents as may be required to be entered into by any
           Obligor pursuant to any of the Finance Documents.

           "Service Contracts" means the contracts of service made between
           each of the Executives and the Company.

           "Shareholders Agreement" means the investment agreement dated on or
           before the Signing Date made between the Company, the Investors and
           the Managers pursuant to which the Investors and Managers agree to
           subscribe for and have issued to them shares in the Company.

           "Shares" means each and any of the shares in the capital of the
           Company.

           "Signing Date" means the date of this Agreement.

           "Standard Aero Division" means the engine repair and overhaul
           businesses carried on by BTR Aerospace B.V., BTR Vliegwiel B.V.,
           Standard Aero VoF., Standard Aero (Australia) Pty Limited, Standard
           Aero (International) Pty Limited, Standard Aero Inc., Standard Aero
           (Alliance) Inc., Standard Aero (San Antonio) Inc., Standard Aero de
           Mexico S.A. de C.V., BTR Canada Inc., Standard Aero Limited, Fasco
           Motors Limited and Standard Aero (Asia) Pte Limited from time to
           time.

           "Sterling" and "(pound)" means the lawful currency for the time
           being of the United Kingdom.

           "Sterling Equivalent" means, in relation to an amount expressed or
           denominated in an Optional Currency, the equivalent thereof in
           Sterling converted at the Agent's Spot Rate of Exchange on the date
           of the relevant calculation (and if used in relation to an amount
           expressed or denominated in Sterling, such amount).

           "Structure Memorandum" means the memorandum and chart in the agreed
           form delivered to the Facility Agent on the date of this Agreement
           prepared by PricewaterhouseCoopers setting out the legal and
           beneficial capital and share ownership of members of the Group (and
           giving details of any minority shareholdings in any Subsidiary) and
           all material intercompany loans between any members of the Group
           and identifying all interests of members of the Group in other
           companies and partnerships all as of and immediately after Closing
           and showing all reorganisational steps with respect to members of
           the Group to be taken at or shortly after Closing, as supplemented
           by the Supplemental Structure Memorandum.

           "Subordinated Borrower" means Dunlop Standard Aerospace Holdings
           Limited or a US incorporated corporation which is a direct
           Subsidiary of the Company.

           "Subordinated Documents" means the Subordinated Facility Agreement,
           any related fee letters, the Substitution Certificates, any
           Novation Agreement and Guarantor Accession Agreement (each as
           defined in the Subordinated Facility Agreement), the Security
           Documents and the Priority Agreement.

           "Subordinated Facility Agreement" means a subordinated facility
           agreement between, amongst others, the Subordinated Borrower,
           certain banks and financial institutions as lenders and the
           Subordinated Agent.

           "Subordinated Lenders" means the Lenders under the Bridge Facility
           Agreement or the Subordinated Facility Agreement as the context
           requires.

           "Subsidiary" means in relation to any person, any entity which is
           controlled directly or indirectly by that person or of whose
           dividends or distributions that person is entitled to receive more
           than 50 per cent. and any entity (whether or not so controlled)
           treated as a subsidiary in the latest financial statements of that
           person from time to time, and "control" for this purpose means the
           direct or indirect ownership of the majority of the voting share
           capital of such entity or the right or ability to direct management
           to comply with the type of material restrictions and obligations
           contemplated in this Agreement or to determine the composition of a
           majority of the board of directors (or like board) of such entity,
           in each case whether by virtue of ownership of share capital,
           contract or otherwise.

           "Substitution Certificate" means a duly completed certificate
           substantially in the form of Part I of Schedule 6.

           "Supplemental Structure Memorandum" means the memorandum and chart
           in agreed form prepared by PricewaterhouseCoopers which supplements
           the Structure Memorandum.

           "Targets" means each of Dunlop Holdings Limited, Dunlop Aviation
           North America Inc., Standard Aero Inc, Stewart Warner South Wind
           Corporation, BTR Canada Inc, Standard Aero (Asia) PTE Limited,
           Dunlop Aviation (SE Asia) PTE Limited, Standard Aero (Australia)
           PTY Ltd, BTR Aerospace B.V., BTR Vliegwiel B.V. and the Serck
           Business (as defined in the UK Sale and Purchase Agreement) (each a
           "Target").

           "Target Group" means the Targets (including without limitation, the
           Serck Business) and their respective Subsidiaries.

           "Taxes" means all taxes, imposts, duties, levies, charges,
           deductions and withholdings in the nature or on account of tax,
           together with all interest thereon and penalties with respect
           thereto and "Tax" shall be construed accordingly.

           "Term Advances" means the Tranche A Advances, the Tranche B
           Advances, the Tranche C Advances and the Tranche E Advances.

           "Total Purchase Price" has the meaning given to that term in Clause
           21.15.

           "Tranche A Repayment Date" means each date identified in Clause
           8.1.

           "Tranche B Repayment Date" means each date identified in Clause
           8.2.

           "Tranche C Repayment Date" means each date identified in Clause
           8.3.

           "Tranche E Repayment Date" means each date identified in Clause
           8.5.

           "Transaction Documents" means the Finance Documents, the
           Acquisition Agreements, the Shareholders Agreement and the Service
           Contracts.

           "Transfer Agreement" means a Novation Agreement or a Substitution
           Certificate.

           "U.S. Obligor" means each Obligor incorporated in the United States
           of America (or any of its states or territories or any political or
           legal sub-division thereof).

           "U.S. Person" means a person who is a citizen or resident of the
           United States of America and any corporation or other entity
           created or organised in or under the laws of the United States of
           America or any political or legal sub-division thereof.

           "Utilisation" means a utilisation under this Agreement of the
           Tranche A Facility (a "Tranche A Utilisation") and/or a utilisation
           under this Agreement of the Tranche B Facility (a "Tranche B
           Utilisation") and/or a utilisation under this Agreement of the
           Tranche C Facility (a "Tranche C Utilisation") and/or a utilisation
           under this Agreement of the Tranche D Facility (a "Tranche D
           Utilisation") and/or a utilisation under this Agreement of the
           Tranche E Facility (a "Tranche E Utilisation") or such of them as
           the context requires.

           "Utilisation Date" means in relation to each Utilisation, the date
           specified as such in the relative Request or, on and after the
           making and/or issue thereof pursuant to such Request, the date on
           which it was made and/or issued.

           "Vendors" means BTR International Limited (and certain of its
           Affiliates) named as the vendors' guarantor or a vendor in any of
           the Sale and Purchase Agreements.

           "Withholding Period" means in relation to a Tranche B Advance,
           Tranche C Advance or a Tranche E Advance made available to a
           Borrower resident in Canada, the period beginning on the date of
           Utilisation of such Tranche B Advance, Tranche C Advance or Tranche
           E Advance and ending on the date five years and one day from the
           date of the last such Utilisation.

1.2        Construction

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

           (i)       "assets" includes properties, revenues and rights of
                     every description present, future and contingent;

                     an "authorisation" includes an authorisation, consent,
                     approval, resolution, licence, exemption, filing,
                     registration and notarisation;

                     a "month" is a reference to a period starting on one day
                     in a calendar month and ending on the numerically
                     corresponding day in the next calendar month, except
                     that, if such period starts on the last day in a calendar
                     month or there is no numerically corresponding day in the
                     month in which that period ends, that period shall end on
                     the last Business Day in such later calendar month;

                     a "regulation" includes any regulation, rule, order,
                     official directive, request or guideline (whether or not
                     having the force of law) of any governmental body,
                     agency, department or regulatory, self-regulatory or
                     other authority or organisation;

           (ii)      a provision of a law is a reference to that provision as
                     amended or re-enacted;

           (iii)     a Clause or a Schedule is, unless otherwise specified, a
                     reference to a clause of or a schedule to this Agreement;

           (iv)      a Transaction Document or any other document is a
                     reference to that Transaction Document or that other
                     document as amended, novated or supplemented from time to
                     time (including, where relevant by any Borrower Accession
                     Agreement, Guarantor Accession Agreement and/or Transfer
                     Agreement);

           (v)       a time of day is a reference to London time and a
                     reference to close of business is to close of business in
                     London;

           (vi)      words importing the singular shall include the plural and
                     vice versa;

           (vii)     a document in an "agreed form", is a reference to such
                     document either in a form previously agreed in writing by
                     or on behalf of the Company and the Facility Agent or
                     otherwise in form and substance satisfactory to the
                     Lenders acting reasonably;

           (viii)    an outstanding Documentary Credit is "repaid" or
                     "prepaid" by providing (in accordance with the terms
                     hereof) cash cover therefor in the same currency as that
                     in which such Documentary Credit is denominated or
                     expressed to be payable, by reducing (in accordance with
                     the terms hereof) the Outstanding Liability Amount of
                     such Documentary Credit or by cancelling such Documentary
                     Credit and returning the original to the LC Bank or the
                     Facility Agent on behalf of the Lenders or providing
                     other evidence (in form and substance satisfactory to the
                     LC Bank or, as the case may be, Facility Agent) that no
                     further liability exists thereunder; references to
                     Utilisations being repaid or prepaid are to be construed
                     accordingly insofar as those Utilisations involve
                     Documentary Credits;

           (ix)      an amount "outstanding" at any time under or in respect
                     of a Documentary Credit (or the "principal amount"
                     thereof at any time) is the Outstanding Liability Amount
                     of such Documentary Credit and a "drawing" under the
                     Tranche D Facility includes the issue of a Documentary
                     Credit and each provision of this Agreement which
                     contains reference to the concepts contained in this
                     paragraph (ix) shall be construed accordingly;

           (x)       where the LC Bank is also a Lender (the "Indemnifying
                     Lender") which has a Tranche D Commitment then the LC
                     Bank in its capacity as such shall be treated as a
                     separate entity from such Indemnifying Lender and for all
                     the purposes of the Finance Documents the Indemnifying
                     Lender shall be treated as having a liability to the LC
                     Bank under Clause 5.7 in respect of Documentary Credits
                     issued by the LC Bank;

           (xi)      any reference to a Party or other person includes, unless
                     otherwise provided in this Agreement, such Party's or
                     person's permitted successors, assigns, transferees or
                     substitutes; and

           (xii)     reference to the "equivalent in other currencies" or like
                     terms shall, unless otherwise agreed or the context
                     otherwise requires, mean the Sterling Equivalent of the
                     relevant amount in other currencies.

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

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

(d)        Without prejudice to any action already taken by the Facility Agent
           or any of the Lenders under Clause 23.2 or the Security Documents
           an Event of Default relating to a breach of a financial covenant
           contained in Clause 22.2 shall not be treated as subsisting from
           the time that any annual or quarterly consolidated Accounts of the
           Group are subsequently delivered to the Facility Agent under Clause
           21.2 establishing compliance with that financial covenant as at any
           subsequent test date together with any related certificates
           delivered pursuant to Clause 21.2(d).

(e)        Where any representation or warranty contained in Clause 20 is
           qualified by the expression "to its knowledge" or any similar
           expression:

           (i)       the relevant representation and warranty shall be deemed
                     to include an additional statement that it has been made
                     after reasonable enquiry of the Executives up to the date
                     of the making or repetition of such representation and
                     warranty; and

           (ii)      such representation or warranty shall be given by the
                     Company only and the knowledge of the Company shall be
                     deemed to be limited to the knowledge of the Executives,
                     the Operating Division Heads and Ken Terry.

(f)        Where the Company is, under any provision of this Agreement, either
           obliged to make a payment or procure that another member of the
           Group makes the payment, the Company shall only procure that
           another member of the Group makes such payment where such other
           member of the Group would not be in breach of any financial
           assistance or other applicable law if it made such payment,
           provided always that despite any such prohibition or illegality
           affecting any of its Subsidiaries the Company shall remain liable
           to make any such payment.

2.         THE FACILITies

2.1        Facilities

           Subject to the terms of this Agreement, the Lenders grant:

           (a)       Tranche A Facility: A term loan facility under which the
                     Lenders shall, when requested by the Obligors' Agent
                     pursuant to a Request, make to Dunlop Aerospace Limited
                     and Dunlop Standard Aerospace (UK) Limited or such other
                     company as the Lenders may agree up to 5 Tranche A
                     Advances denominated in Sterling, Dollars, Canadian
                     Dollars or Guilders in an aggregate Original Sterling
                     Amount equal to the Tranche A Commitments;

           (b)       Tranche B Facility: A term loan facility under which the
                     Lenders shall, when requested by the Obligors' Agent
                     pursuant to a Request, make to Dunlop Standard Aerospace
                     (US) Inc. and/or Canadaco up to 2 Tranche B Advances
                     denominated in Dollars or Canadian Dollars in an
                     aggregate Original Sterling Amount equal to the Tranche B
                     Commitments;

           (c)       Tranche C Facility: A term loan facility under which the
                     Lenders shall, when requested by the Obligors' Agent
                     pursuant to a Request, make to Dunlop Standard Aerospace
                     (US) Inc. and/or Canadaco and/or Dunlop Aerospace Limited
                     up to 2 Tranche C Advances in Dollars in an aggregate
                     Original Sterling Amount equal to the Tranche C
                     Commitments;

           (d)       Tranche D Facility: A revolving credit facility under
                     which the Lenders shall, when requested by the Obligors'
                     Agent pursuant to a Request, make to the relevant
                     Borrower, Tranche D Advances or issue, or procure the LC
                     Bank to issue for the account of such Borrower,
                     Documentary Credits denominated in Sterling and/or an
                     Optional Currency or Optional Currencies up to an
                     aggregate Original Sterling Amount outstanding at any
                     time which does not exceed the Tranche D Commitments;

           (e)       Tranche E Facility: A term loan and Documentary Credit
                     facility under which the Lenders shall, when requested by
                     the Obligors' Agent pursuant to a Request, make to the
                     relevant Borrower Tranche E Advances or issue to the
                     account of such Borrower, syndicated Documentary Credits
                     denominated in Sterling or an Optional Currency. The
                     aggregate Original Sterling Amount of all Tranche E
                     Utilisations shall not exceed the Tranche E Commitments.
                     No more than 14 Tranche E Utilisations may be outstanding
                     at any time; and

           (f)       Ancillary Facilities: Ancillary facilities under which an
                     Ancillary Bank may provide to certain Borrowers:

                     (i)       overdraft, cheque drawing and other current
                               account facilities;

                     (ii)      forward foreign exchange facilities;

                     (iii)     guarantee, bonding, documentary or stand-by
                               letter of credit facilities; and/or

                     (iv)      such other facilities or financial
                               accommodation as the relevant Ancillary Bank
                               may agree.

2.2        Limitations

(a)        The Tranche A Commitments, the Tranche B Commitments and the
           Tranche C Commitments must be fully drawn down at Closing.

(b)        The first drawdown shall comprise:

           (i)       no more than five Tranche A Advances each with an
                     Interest Period of 1 month;

           (ii)      no more than two Tranche B Advances each with an Interest
                     Period of 1 month; and

           (iii)     no more than four Tranche C Advances each with an
                     Interest Period of 1 month.

(c)        No Tranche D Utilisation may be made unless and until the Tranche A
           Advances and the Tranche B Advances and the Tranche C Advances have
           been, or are on the same Utilisation Date being, made.

(d)        No more than 20 Tranche D Utilisations may be outstanding at any
           time.

(e)        No more than 14 Tranche E Utilisations may be outstanding at any
           time.

(f)        No amount may be drawn under the Tranche D Facility if the Sterling
           Equivalent of such proposed Tranche D Utilisation together with the
           aggregate of the Original Sterling Amount of the outstanding
           Tranche D Utilisations and all outstanding third party Borrowings
           permitted by Clause 21.10(f) would exceed the total Tranche D
           Commitments at such time.

(g)        the Original Sterling Amount of the Tranche A Advances denominated
           in Dollars, Canadian Dollars or Guilders (if any) shall not exceed
           the amounts of the Tranche A Facility specified in the Structure
           Memorandum as being drawn down in those currencies unless otherwise
           agreed in writing by the Facility Agent.

(h)        Canadaco and BTR Canada Inc may not borrow any amount under the
           Tranche A Facility.

(i)        The Borrowers of the Tranche A Advances, the Tranche B Advances and
           the Tranche C Advances will be those Borrowers identified in the
           Structure Memorandum. To the extent that immediately prior to
           Closing Dunlop Aerospace Limited had outstanding Borrowings
           (whether owed to the Vendors or otherwise), Dunlop Aerospace
           Limited will borrow an amount of the Tranche A Advances equal to
           the amount of such outstanding Borrowings.

(j)        The Tranche D Commitment of each Ancillary Bank shall be reduced by
           the amount of its Ancillary Commitment but shall automatically
           increase upon any amount of its Ancillary Commitment being
           cancelled or otherwise ceasing to be available to the relevant
           Borrower.

(k)        The aggregate of the Original Sterling Amount of the Tranche D
           Utilisations and the Ancillary Outstandings at any time may not
           exceed the Tranche D Commitments then in effect, (ignoring for this
           purpose the effect of Clause 2.2(j)).

(l)        The Tranche E Facility may not be drawn down by way of Advance by
           any Borrower incorporated in Canada after the second day prior to
           the third anniversary of Closing.

(m)        The Obligors shall procure that, to the extent that they are able
           to do so having regard to the currencies in which the Target Group
           generates its cashflow, Tranche B shall be denominated in Dollars
           and borrowed by a U.S. Obligor.

2.3        Nature of a Finance Party's rights and obligations

(a)                  No Lender is obliged to participate in the making of any
                     Utilisation (i) in the case of a Tranche A Advance or a
                     Tranche B Advance or a Tranche C Advance if the aggregate
                     Original Sterling Amount of its participation in all such
                     Tranche A Advances, Tranche B Advances, Tranche C
                     Advances would exceed its Commitment bearing the same
                     designation, or (ii) in the case of a Tranche D
                     Utilisation or a Tranche E Utilisation, if to do so would
                     cause the aggregate of the Original Sterling Amount of
                     its participation in the Tranche D Utilisations or the
                     Tranche E Utilisations outstanding under this Agreement
                     at such time to exceed its Tranche D Commitment or its
                     Tranche E Commitment, provided that for the purpose of
                     this Clause 2.3(a) its participation in an outstanding
                     Documentary Credit issued under the Tranche D Facility by
                     the LC Bank shall be its maximum potential liability
                     under Clause 5.7 in respect of such Documentary Credit.

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

(c)                  (i) The obligations of each Lender under this Agreement
                     in respect of each Advance to be made available by it
                     under this Agreement may be discharged by such Lender
                     procuring that an Affiliate (which is itself a party to
                     this Agreement) of such Lender which is named in Schedule
                     2 (or, as the case may be, the assignment or transfer
                     document or Transfer Agreement by which such Lender (and
                     Affiliate) became a party hereto) as being the lender of
                     any Advance to be made to any Borrower incorporated in a
                     jurisdiction specified opposite the name of such
                     Affiliate in Schedule 2 (or in any such transfer or
                     assignment document or Transfer Agreement) lends or
                     otherwise makes available to the relevant Borrower in
                     accordance with and subject to the terms of this
                     Agreement the amount which such Lender is obliged to lend
                     or so make available hereunder.

           (ii)      The provisions of Clause 10, 13, 14, 15, 16, 27 and 33
                     shall apply to any Affiliate of any Lender which is named
                     in Schedule 2 (or, as the case may be, such assignment or
                     transfer document or Transfer Agreement) and to any
                     Advance made by any such Affiliate as if such Affiliate
                     were a Lender.

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

2.4        Obligors' Agent

(a)        Each Obligor (other than the Company) by its execution of this
           Agreement (including by way of execution of a Borrower Accession
           Agreement or a Guarantor Accession Agreement) irrevocably
           authorises the Company to act on its behalf as its agent in
           relation to the Senior Finance Documents and irrevocably authorises
           (i) the Company on its behalf to supply all information concerning
           itself, its financial condition and otherwise to the Lenders as
           contemplated under this Agreement and to give all notices and
           instructions (including, in the case of a Borrower, Requests and
           notices pursuant to Clause 11.1) to be given by such Obligor under
           the Senior Finance Documents (and the Finance Parties may rely on
           any Requests or other notices given by the Company on behalf of
           such Obligor), to execute on its behalf any Senior Finance Document
           (other than Security Documents) and to enter into any agreement in
           connection with the Senior Finance Documents notwithstanding that
           the same may affect such Obligor, without further reference to or
           the consent of such Obligor, and (ii) each Finance Party to give
           any notice, demand or other communication to be given to or served
           on such Obligor pursuant to the Senior Finance Documents to the
           Company on its behalf, and in each such case such Obligor will be
           bound thereby as though such Obligor itself had given such notice
           and instructions, executed such agreement or received any such
           notice, demand or other communications.

(b)        Every act, omission, agreement, undertaking, settlement, waiver,
           notice or other communication given or made by the Company under
           this Agreement, or in connection with this Agreement (whether or
           not known to any other Obligor and whether occurring before or
           after such other Obligor became an Obligor under this Agreement)
           shall be binding for all purposes on all other Obligors as if the
           other Obligors had expressly made, given or concurred with the same
           (and irrespective of whether the Company has complied with its
           obligations under paragraph (c) below). In the event of any
           conflict between any notices or other communications of the Company
           and any other Obligor, those of the Company shall prevail.

(c)        Without prejudice to the foregoing, the Company shall at all times
           keep each Obligor informed of all such actions taken or notices or
           instructions given by the Company on behalf of such Obligor and to
           the extent practicable or desirable consult with and take
           instructions from such Obligor.

2.5        Change of currency

(a)        If more than one currency or currency unit are at the same time
           recognised by the central bank of any country as the lawful
           currency of that country, then:

           (i)       any reference in the Finance Documents to, and any
                     obligations arising under the Finance Documents in, the
                     currency of that country shall be translated into, or
                     paid in, the currency or currency unit of that country
                     designated by the Facility Agent; and

           (ii)      any translation from one currency or currency unit to
                     another shall be at the official rate of exchange
                     recognised by the central bank for the conversion of that
                     currency or currency unit into the other, rounded up or
                     down by the Facility Agent acting reasonably.

(b)        If a change in any currency of a country occurs, this Agreement
           will be amended to the extent the Facility Agent acting in good
           faith specifies to be necessary to reflect the change in currency
           and to put the Lenders in the same position, so far as possible,
           that they would have been in if no change in currency had occurred.

3.         PURPOSE

(a)        The proceeds of the Tranche A Advances, the Tranche B Advances, and
           the Tranche C Advances, shall be applied in or towards financing
           payment in full of the purchase price for the Acquired Assets
           payable to the Vendors at Closing under the Acquisition Agreements,
           any Acquisition Costs (up to an aggregate amount not exceeding
           (pound)30,000,000 (or its equivalent in other currencies) or in the
           refinancing of the indebtedness of the Target Group.

(b)        The proceeds of the Tranche D Utilisations shall be applied in or
           towards financing the general corporate purposes of the relevant
           Borrower and its Subsidiaries.

(c)        The proceeds of the Tranche E Utilisations shall be applied in or
           towards financing Capital Expenditure.

(d)        Each Borrower undertakes that no Utilisation shall be used in any
           way which would be illegal under or cause the invalidity or
           unenforceability of any Finance Document under any applicable law.

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

(f)        Documentary Credits shall only be opened in favour of Approved
           Banks or of persons from time to time notified by the Obligors'
           Agent to the Facility Agent provided that the Majority Lenders
           (through the Facility Agent) do not, prior to the issue of such
           Documentary Credit, notify the Obligors' Agent that they are not
           willing to open a Documentary Credit in favour of such person.

4.         CONDITIONS PRECEDENT

4.1        Conditions precedent to first Utilisation

           The obligations of each Finance Party to the Obligors under this
           Agreement are subject to the conditions precedent that:

           (a) Documents:

                     (i)       on or prior to the Signing Date the Facility
                               Agent shall have received all of the documents
                               set out in Part I of Schedule 3 in the agreed
                               form, and each of the documents referred to in
                               Part I of Schedule 3 as being certified shall
                               be certified by the Obligors' Agent on behalf
                               of the party providing that document as being a
                               true, complete and up to date copy and in full
                               force and effect as at the date such document
                               is required to be delivered;

                     (ii)      on or prior to the Closing Date the Facility
                               Agent shall have received all of the documents
                               set out in Part II of Schedule 3 in the agreed
                               form, and each of the documents referred to in
                               Part II of Schedule 3 as being certified shall
                               be certified by the Obligors' Agent on behalf
                               of the party providing that document as being a
                               true, complete and up to date copy and in full
                               force and effect as at the date such document
                               is required to be delivered.

           (b)       Equity: the Facility Agent shall be satisfied that the
                     Original Investors have subscribed in cash in an
                     aggregate amount of not less than (pound)150,000,000 (the
                     "Equity Subscription"), of which not less than
                     (pound)203,000 shall have been subscribed for by the
                     Executives, for Shares issued to them pursuant to the
                     Shareholders Agreement at Closing (and the Shares to be
                     subscribed at Closing pursuant to the Shareholders
                     Agreement have been issued to and are registered in their
                     respective names in the books of the Company);

           (c)       Subordinated Loan: the Facility Agent shall be satisfied
                     and shall have received such evidence as it requires to
                     show that the Subordinated Lenders have lent to the
                     Subordinated Borrower in cash an aggregate amount of not
                     less than (pound)125,000,000 (or its equivalent in other
                     currencies) pursuant to the Subordinated Finance
                     Documents (the "Subordinated Loan");

           (d)       Closing: the Facility Agent shall be satisfied that:

                     (i)       the aggregate amount of the moneys payable in
                               respect of the Equity Subscription and the
                               Subordinated Loan have been paid into, and are
                               standing to the credit of, the relevant Closing
                               Account and the aggregate amount of those
                               moneys and the proceeds of the Tranche A
                               Advances, the Tranche B Advances and the
                               Tranche C Advances, are at least equal to the
                               aggregate of the amount required to be paid by
                               the Company and its Subsidiaries to the Vendors
                               at Closing pursuant to the Acquisition
                               Agreements and the Acquisition Costs and the
                               amount to be paid to any third party to pay off
                               any Borrowings of members of the Target Group
                               being repaid at Closing;

                     (ii)      the obligations of all the parties to the
                               Transaction Documents (other than under the
                               Service Contracts) are unconditional and the
                               conditions to completion in each of the Sale
                               and Purchase Agreements has been satisfied,
                               save to the extent that any of those
                               obligations are conditional upon the making of
                               a Utilisation or Utilisations under this
                               Agreement;

                     (iii)     the conditions set out in Clause 4.1 of the UK
                               Sale and Purchase Agreement and the conditions
                               set out in Clause 4.1 of the US Sale and
                               Purchase Agreement have been satisfied; and

           (e)       Availability: unless otherwise agreed in writing by the
                     Lenders the Closing Date must occur by no later than the
                     date 3 months after the Signing Date.

4.2        Further conditions precedent to first Utilisation

           The obligations of the Finance Parties to participate in the
           Utilisations to be made on the first Utilisation Date are in
           addition to the conditions set out in Clause 4.1 subject only to
           the further condition precedent that both at the date of the
           Request for such Utilisation and at the Utilisation Date therefor:

           (a)       the representations and warranties in Clauses 20.1(a),
                     (b), (c), (d), (e), (f), (l), (p) and (r) are correct and
                     will be correct immediately after the first Utilisation
                     is made in respect of each Newco and each Borrower (save
                     in the case of the representation and warranty in Clause
                     20.1(e) only for Dunlop Aerospace Limited and BTR Canada
                     Inc.) and the representation and warranty in Clause
                     20.1(q) is correct and will be correct in all material
                     respects immediately after the first Utilisation is made;

           (b)       there has been no breach of Clauses 21.6, 21.7, 21.8,
                     21.9, 21.10, 21.12, 21.14, 21.15, 21.16, 21.17, 21.26,
                     21.35, 21.36 or 21.40 by any of the Newcos which has not
                     been waived by the Original Lenders;

           (c)       no Default or Event of Default has occurred and is
                     continuing or would result from the making of such
                     Utilisation under any of Clauses 23.1(f), (g), (h), (i),
                     (j), or (k), by or relating to any of the Newcos, any
                     Borrower, any of the Targets or any other company
                     specified in Schedule 7 Part III (save where, in the case
                     of any Target or company specified in Schedule 7 Part III
                     which is not (i) a Newco or a Borrower or a Holding
                     Company of a Borrower or (ii) a Material Group
                     Subsidiary, no formal insolvency, bankruptcy,
                     dissolution, liquidation or administration or similar
                     proceedings have been commenced and no such company has
                     taken any steps to commence any such proceedings);

           (d)       no Default or Event of Default has occurred and is
                     continuing or would result from the making of such
                     Utilisation under any of Clauses 23.1(d), (e), (n), (o)
                     or (p) by or relating to any of the Newcos or the
                     Acquisition Agreements;

           (e)       the Company has provided to the Facility Agent evidence
                     satisfactory to it (acting reasonably) that on and from
                     the Signing Date the business and assets of the Target
                     Group have been adequately insured.

           This Clause 4.2 does not affect the rights of the Finance Parties
           in respect of any breach of representation or warranty made or
           deemed repeated on the first Utilisation Date under Clause 20.2 or
           any Default or Event of Default occurring on or in existence on the
           first Utilisation Date. No such Default or Event of Default shall
           be waived by the making of the first Utilisations under this
           Agreement and the Finance Parties reserve all of their rights and
           remedies in respect of any such Default or Event of Default.

4.3        Conditions Precedent to each other Utilisation

           The obligations of the Finance Parties in respect of each
           Utilisation made after the first Utilisation Date (and for the
           avoidance of doubt this Clause 4.3 does not apply to any
           Utilisations being made on the Closing Date) are subject to the
           further condition precedent that both at the date of the Request
           for such Utilisation and at the Utilisation Date therefor:

           (a)       in respect of each Tranche D Advance requested to be made
                     to a Borrower which is matched by a Tranche D Advance of
                     the same (or a greater) amount which is repaid by such
                     Borrower under Clause 8.4 on the proposed Utilisation
                     Date for such Advance (a "Rollover Utilisation"), no
                     Event of Default has occurred and is continuing or would
                     result from the making of such Rollover Utilisation which
                     has not been waived; and

           (b)       in respect of each Utilisation (other than a Rollover
                     Utilisation) the representations and warranties in Clause
                     20 to be repeated on those dates are correct and will be
                     correct immediately after the Utilisation is made and no
                     Default has occurred and is continuing or would result
                     from the making of such Utilisation which has not been
                     waived.

4.4        Utilisation of Tranche E Facility

(a)        Without prejudice to Clauses 4.1 and 4.3, the obligations of the
           Finance Parties in respect of each Tranche E Utilisation are
           subject to the further conditions precedent that:

           (i)       the Facility Agent is satisfied that the Investors Capex
                     Contribution Amount, if any, for the relevant annual
                     Accounting Period (the first of which shall end on 31st
                     December, 1998) and (if contemplated in the definition of
                     Investors Capex Contribution Amount) for each previous
                     annual Accounting Period of the Group has been made and
                     that the Company has received the proceeds of such
                     Investors Capex Contribution Amount in cash; and

           (ii)      except in the case of any Tranche E Utilisation made
                     prior to 31st December, 1998, the Facility Agent has
                     received not less than 5 Business Days before the
                     proposed Utilisation Date the unaudited consolidated
                     management Accounts of the Group for the previous
                     December under Clause 21.2(c) showing the amount (if any)
                     of the Excess Cash Capex Amount.

(b)        The Company will procure that the aggregate Original Sterling
           Amount of the Tranche E Utilisations in any annual Accounting
           Period shall not exceed the budgeted Capital Expenditure for such
           annual Accounting Period shown in Clause 22.3 as increased with the
           agreement of the Majority Lenders in accordance with this Agreement
           plus any amount of Capital Expenditure permitted to be carried
           forward from the previous annual Accounting Period under Clause
           22.3, minus the aggregate of (A) the Investors Capex Contribution
           Amount for such annual Accounting Period, (B) the Excess Cash Capex
           Amount for such annual Accounting Period and (C) any amount
           standing to the credit of the Capex Blocked Account at the start of
           such annual Accounting Period.

(c)        (i) The proceeds of each Tranche E Advance must be paid into the
           Capex Blocked Account.

           (ii)      Where a Tranche E Utilisation is made by way of a
                     Documentary Credit the Company will procure that on issue
                     of the Documentary Credit the bank or financial
                     institution providing the facility backstopped by such
                     Documentary Credit will pay an amount equal to the
                     principal amount of such Documentary Credit into the
                     Capex Blocked Account.

           (iii)     Amounts may only be withdrawn by a member of the Group
                     from the Capex Blocked Account to be applied in or
                     towards any Capital Expenditure or if approved by the
                     Majority Lenders in payment of any amount due under this
                     Agreement provided that amounts standing to the credit of
                     the Capex Blocked Account shall not be used to prepay
                     Tranche B Advances or Tranche E Utilisations outstanding
                     to a Canadian resident borrower if such prepayment would
                     cause more than 25% of the Original Sterling Amount of
                     such Tranche B Advances or Tranche E Utilisations to be
                     repaid during a Withholding Period taking into account
                     all scheduled Repayment Instalments and all prepayments
                     of such Tranche B Advances and Tranche E Utilisations
                     already made (except as a consequence of an Event of
                     Default).

           (iv)      Before any member of the Group may withdraw any amount
                     from the Capex Blocked Account in any annual Accounting
                     Period the Company must deliver to the Facility Agent a
                     certificate signed by the Chief Financial Officer
                     certifying that (A) an amount at least equal to the
                     aggregate of the Investors Capex Contribution Amount plus
                     the Excess Cash Capex Amount for such annual Accounting
                     Period has already been spent on Capital Expenditure by
                     members of the Group during such annual Accounting
                     Period, and (B) the amount to be withdrawn from the Capex
                     Blocked Account will be applied in financing Capital
                     Expenditure of members of the Group.

(d)        No more than four Tranche E Utilisations may be drawn down in any
           annual Accounting Period.

(e)        Each Tranche E Utilisation shall be in a minimum Original Sterling
           Amount of(pound)500,000 and if greater in an integral multiple
           of(pound)100,000.

(f)        Where a Tranche E Utilisation has been made and the amount of such
           Tranche E Utilisation was determined by reference to the Excess
           Cash Capex Amount as shown in the unaudited monthly management
           Accounts of the Group for the previous December delivered under
           Clause 21.2(c) and following receipt of the audited consolidated
           Accounts of the Group for the previous annual Accounting Period
           under Clause 21.2(a)(i) it is shown that the Excess Cash Capex
           Amount is greater than the Excess Cash Capex Amount shown in such
           unaudited monthly management Accounts (such excess amount being
           hereinafter referred to as the "Excess Amount"), the amount of all
           future Tranche E Utilisations shall be reduced by an aggregate
           amount equal to the Excess Amount.

5.         DRAWDOWN

5.1        Receipt of Requests

(a)        A Borrower may make a Utilisation if the Facility Agent receives
           from the Obligors' Agent, not later than 11.00 a.m. three Business
           Days before the proposed Utilisation Date (or, in respect of
           Utilisations to be made at Closing, by such other time as the
           Original Lenders may agree), a Request complying with Clause 5.2.

(b)        Unless the relevant Documentary Credit is substantially in the form
           set out in Schedule 8, no Request may be made hereunder requesting
           the issuance of a Documentary Credit until the form of the
           Documentary Credit has been agreed by the Facility Agent, the
           Obligors' Agent, the beneficiary and either the LC Bank or (in the
           case of a Documentary Credit to be issued severally by the Lenders)
           the Lenders. Any Documentary Credit issued under the Tranche E
           Facility shall be issued severally by the Lenders.

5.2        Completion of Requests

           Each Request will specify the name of the relevant Borrower and:

           (a)       the Utilisation Date, being a Business Day in the
                     relevant Availability Period;

           (b)       whether the Utilisation is a Tranche A Advance, a Tranche
                     B Advance, a Tranche C Advance, a Tranche D Utilisation,
                     or a Tranche E Utilisation;

           (c)       the principal amount of the Utilisation being, in the
                     case of the Tranche A Advances, the Tranche B Advances
                     and the Tranche C Advances the amounts shown in the Funds
                     Flow Statement, in the case of a Tranche D Utilisation or
                     a Tranche E Utilisation an amount the Sterling Equivalent
                     of which (calculated on the date of such Request) shall
                     not be less than (pound)500,000 and if more shall be an
                     integral multiple of (pound)500,000 (or its equivalent in
                     other currencies) or the available undrawn amount of the
                     Tranche D Commitments or Tranche E Commitments, as the
                     case may be, provided always that the requested amount
                     for a Tranche D Utilisation may not exceed the then
                     Available Facility Amount;

           (d)       in relation to an Advance the duration of its (or its
                     first) Interest Period;

           (e)       if a Tranche D Utilisation or a Tranche E Utilisation,
                     whether the Utilisation is by way of Advance or
                     Documentary Credit;

           (f)       the currency of the Advance or Documentary Credit
                     requested;

           (g)       in the case of a Documentary Credit, the name and address
                     of the beneficiary, the beneficiary's receiving bank
                     account and reasonable details of the liabilities payment
                     of which is to be assured by the Documentary Credit, as
                     well as the Expiry Date of the Documentary Credit (which
                     in the case of a Tranche D Utilisation shall be less than
                     one year from the Utilisation Date therefor unless the
                     Facility Agent shall otherwise agree); and

           (h)       in the case of an Advance, payment instructions (being,
                     in the case of an Advance to be made on the Closing Date,
                     instructions to pay to a Closing Account).

           The Facility Agent shall promptly notify the relevant Lenders of
           the details of the requested Utilisation and, in the case of an
           Advance, the currency and amount of its participation in such
           Advance.

           Each Request shall be irrevocable and the Borrower named therein
           shall be bound to borrow the Advance or accept the issue of the
           Documentary Credit referred to therein.

5.3        Amount of each Lender's participation in Advance

           The amount of a Lender's participation in any Advance will be the
           proportion of the Advance which its Commitment bearing the same
           designation bears to the aggregate of the Lenders' Commitments
           bearing such designation on the date of receipt of the relevant
           Request.

5.4        Payment of Proceeds

           Subject to the terms of this Agreement, each Lender shall make its
           participation in each Advance available to the Facility Agent for
           the relevant Borrower on the relevant Utilisation Date.

5.5        Issue of Documentary Credits

(a)        Subject to the terms of this Agreement, on the proposed Utilisation
           Date for a Documentary Credit, either the LC Bank or the Facility
           Agent (on behalf of all the Lenders severally in proportion to
           their Tranche D Commitments or Tranche E Commitments, as the case
           may be,) will when requested issue a Documentary Credit, in the
           form set out in Schedule 8 or otherwise in a form approved, as
           specified in the relevant Request by delivering the same to or to
           the order of the beneficiary.

(b)        The LC Bank shall not be obliged to issue a Documentary Credit if
           it has not approved the identity of any assignee or transferee of
           or substitute for any Lender with respect to its Tranche D
           Commitment or any part thereof, in which case such Documentary
           Credit will be issued by the Facility Agent on behalf of the
           Lenders severally in proportion to their Tranche D Commitments. Any
           Documentary Credit issued under the Tranche E Facility, will be
           issued by the Facility Agent on behalf of the Lenders severally in
           proportion to their Tranche E Commitments.

5.6        Counter-Indemnity from Account Party

(a)        Without prejudice to Clause 5.7, the Borrower for whose account any
           Documentary Credit is opened or issued (the "Account Party") will
           indemnify and hold harmless and keep each Finance Party indemnified
           and held harmless from and against all liabilities, losses,
           damages, claims and costs which such Finance Party may suffer or
           incur in connection with such Documentary Credit and any payment
           made pursuant to it, except to the extent that any such liability,
           loss, damage, claim or cost results from such Finance Party's
           negligence or wilful misconduct or a breach of its obligations
           under the Uniform Customs and Practice for Documentary Credits
           (1993) (ICC Publication No. 500) (the "Code").

(b)        Each Account Party irrevocably authorises each Finance Party to pay
           without further confirmation or investigation from or by it any
           demand appearing or purporting to be validly made pursuant to any
           Documentary Credit. Where any Documentary Credit calls for
           certificates or other documents each Finance Party may assume,
           without investigation, that the certificates or documents tendered
           are duly signed by the person by whom they appear to be signed and
           that such certificates or documents and any matters or facts stated
           therein are genuine and correct. Without prejudice to the rights
           under the Code (which shall apply in relation to all Documentary
           Credits issued under this Agreement), the relevant Account Party
           agrees to reimburse each Finance Party forthwith on written demand
           for any amounts paid by such Finance Party pursuant to any such
           demand in the currency paid by such Finance Party, together with
           interest on such amounts at a rate determined in accordance with
           Clause 10.3 from the date such amounts are paid by such Finance
           Party until reimbursement as aforesaid.

(c)        The obligations of each Account Party under this Clause 5.6 shall
           not be impaired by (a) any waiver or time granted to or by any
           Finance Party, (b) any release or dealings with any rights or
           security by any Finance Party (including, without limitation, under
           the Finance Documents), (c) any invalidity of any Documentary
           Credit, or (d) any other circumstances which might impair such
           obligations.

(d)        So long as any amount is or is capable of becoming outstanding by
           any Obligor to any of the Finance Parties under any of the Finance
           Documents or any Commitment is in force, no Account Party shall by
           virtue of any payment made by it pursuant to this Clause 5.6 or by
           virtue of any realisation of security made in respect of its
           obligations under this Clause 5.6, claim or exercise any right of
           subrogation, contribution or indemnity against any member of the
           Group in competition with any Finance Party.

(e)        The general obligations of the Finance Parties under the Code in
           respect of any Documentary Credit shall be supplemented by any
           specific written instructions from the Obligors' Agent which any
           such Finance Party agrees in writing to implement in respect of a
           specific Documentary Credit.

5.7        Lenders' Counter-guarantee

(a)        Each Lender as primary obligor guarantees to the LC Bank, on demand
           by the LC Bank from time to time, the due performance by each
           Account Party in relation to each Documentary Credit issued by the
           LC Bank, of its obligations under Clause 5.6, provided that the
           liability of each Lender in relation to any particular default in
           performance of such obligations by such Account Party shall not
           exceed such Lender's pro rata share (being the proportion which its
           Tranche D Commitment bears to the aggregate of the Tranche D
           Commitments at the date the Documentary Credit was issued) of the
           amount in default.

(b)        (i)       Unless the LC Bank has confirmed in writing to any Lender
                     (not being an Original Lender) which has a Tranche D
                     Commitment (a "Tranche D Lender") that it would not
                     require such Tranche D Lender to make any deposit with
                     it, the LC Bank may require that any such Tranche D
                     Lender which has a long term credit rating of less than
                     A- (when rated by Standard and Poor's Corporation) or A3
                     (when rated by Moody's Investor Services Inc.) deposits
                     (free of Encumbrances or third party claims) with the LC
                     Bank prior to 10.00 a.m. on the Utilisation Date for any
                     Documentary Credit to be issued pursuant to the Tranche D
                     Facility by the LC Bank (or if later within 3 Business
                     Days of any such request by the LC Bank) an amount equal
                     to the maximum potential liability of such Tranche D
                     Lender to the LC Bank under this Clause 5.7 in respect of
                     such Documentary Credit.

           (ii)      The LC Bank shall be entitled to apply such deposit (by
                     application of funds, set-off, combination of accounts or
                     otherwise as the LC Bank shall determine) against amounts
                     due to it from such Tranche D Lender under this Clause
                     5.7.

           (iii)     Any such deposit shall be on terms that the LC Bank shall
                     only be required to repay such deposit to or to the order
                     of such Tranche D Lender on the expiry (if no demand has
                     then been made under such Documentary Credit) or
                     repayment in full of the relevant Documentary Credit or
                     on compliance in full by such Tranche D Lender with its
                     obligations to the LC Bank under Clause 5.7(a) and (d)
                     (as supplemented by Schedule 9).

           (iv)      Any such deposit shall be denominated in the same
                     currency as payments are to be made under such
                     Documentary Credit and shall bear interest at a rate of
                     LIBID minus 0.125% per annum calculated on the aggregate
                     amount of the deposit, on the basis referred to in Clause
                     10.6. Such interest shall be payable (subject to
                     deduction of Tax if so required by applicable law) by the
                     LC Bank to such Tranche D Lender quarterly in arrears (or
                     as otherwise agreed) until repayment of the deposit or
                     application of the deposit by the LC Bank against the
                     obligations of such Tranche D Lender to it under Clause
                     5.7(a) and (d) (as supplemented by Schedule 9).

(c)        The LC Bank shall promptly notify each Lender, the Facility Agent
           and the Company of any demand served on it under any Documentary
           Credit and each payment made pursuant thereto and of any failure by
           any Account Party in performing its obligations under Clause 5.6.

(d)        The guarantees of each of the Lenders contained in this Clause 5.7
           shall be as supplemented by the terms set out in Schedule 9 (to
           which terms each Lender consents). The provisions of Clauses 12.4
           and 13.1 shall apply, mutatis mutandis, in relation to payments to
           be made by each Lender to the LC Bank pursuant to this Clause.

(e)        Each Obligor agrees that, to the extent that any Lender makes any
           payment to the LC Bank pursuant to this Clause 5.7, that Lender
           will thereupon be subrogated to any rights the LC Bank may then
           have against any Obligor in respect of the amount so paid by that
           Lender, and each Account Party will indemnify such Lender in
           respect of the amount so paid by that Lender. Each Account Party
           shall also indemnify that Lender against all costs and expenses
           incurred by that Lender in recovering or attempting to recover any
           amount pursuant to its rights of subrogation referred to above.

5.8        LC Bank's Position

           To the extent not inconsistent with the LC Bank acting as principal
           and not as agent in issuing and agreeing to issue any Documentary
           Credit under this Agreement and, subject to Clause 5.6 (e) above,
           the provisions of Clause 24 excluding or restricting liability and
           responsibility shall apply mutatis mutandis for the benefit of the
           LC Bank in its relations with the Lenders and each Account Party.

5.9        Change of LC Bank

(a)        The Facility Agent, with the prior approval of the Company and the
           Majority Lenders, may designate any Lender (if such Lender agrees
           so to act) as a replacement LC Bank, but not with respect to
           Documentary Credits already issued by an existing LC Bank.

(b)        The LC Bank may resign at any time on or after the first
           anniversary of the Closing Date on giving not less than three
           months' prior written notice to the Facility Agent and the Company
           to expire on or after such first anniversary if (i) the Company and
           the Majority Lenders consent, or (ii) there is in the reasonable
           opinion of the LC Bank an actual or potential conflict of interest
           in it continuing to act as LC Bank, or (iii) it ceases to have a
           Commitment in effect.

(c)        If the LC Bank does so resign and no replacement is so appointed,
           any Documentary Credit to be issued in accordance with the terms of
           this Agreement will be issued by the Facility Agent on behalf of
           the Lenders severally in proportion to their respective Tranche D
           Commitments as in effect at the date of issue.

6.         OPTIONAL CURRENCIES

6.1        Selection of Optional Currency

           The Obligors' Agent may in any Request in relation to any Advance
           or Documentary Credit, specify an Optional Currency in which it
           wishes that Advance or Documentary Credit to be denominated and the
           Facility Agent shall promptly notify the Lenders of that request.

6.2        Notification of Agent's Spot Rate of Exchange

           If a Utilisation is to be denominated or issued in an Optional
           Currency, the Facility Agent shall promptly notify the Obligors'
           Agent and the Lenders of the applicable Agent's Spot Rate of
           Exchange, the Optional Currency amount and the Sterling Equivalent
           of such Utilisation as soon as practicable after they are
           ascertained.

6.3        Determination of Currency

           If a Lender (the "Determining Lender") gives notice to the Facility
           Agent (which shall promptly notify the Obligors' Agent) before
           10.00 a.m. at least two Business Days prior to the Utilisation Date
           relative to any Advance to be denominated in Sterling or an
           Optional Currency certifying in that notice that by reason of
           circumstances affecting the London Interbank Market deposits in the
           currency specified in the relevant Request of an amount of not less
           than its participation in such Advance will not be readily
           available to it in the London Interbank Market for the Interest
           Period relative to such Advance, (such certification being, in the
           absence of manifest error, conclusive against the relevant
           Borrower), then the Obligors' Agent and the Facility Agent may
           agree before 11.00 a.m. two Business Days prior to the proposed
           Utilisation Date that the drawdown shall not be made (and the
           Facility Agent shall promptly notify the Lenders of such fact) or
           that the Determining Lender's portion of such Advance shall be
           denominated in Sterling (if not initially requested) or a different
           Optional Currency, and in the absence of such notice from the
           Obligors' Agent by such time the Determining Lender's portion of
           such Advance shall be denominated in Sterling. Such changes shall
           be deemed to be made to the definition of LIBOR as the Facility
           Agent may reasonably determine to be necessary for the purpose of
           determining LIBOR to apply to the Determining Lender's portion of
           such Advance, which rate it shall notify to the Obligor's Agent and
           the relevant Lenders.

6.4        Revocation of currency

           If prior to 10.00 a.m. on the second Business Day prior to the
           proposed Utilisation Date there shall occur any changes in national
           or international, financial, political or economic conditions,
           currency availability, currency exchange rates or exchange controls
           which, in the reasonable opinion (which shall be conclusive) of the
           Facility Agent after consultation with the Reference Banks, render
           it impracticable for any Advance to be denominated in Sterling or
           the Optional Currency concerned, the Facility Agent shall give
           notice to the Obligors' Agent to that effect before 10.30 a.m. two
           Business Days prior to the Utilisation Date for the making of that
           Advance. In that event the Obligors' Agent and the Facility Agent
           may agree before 11.00 a.m. two Business Days prior to the proposed
           Utilisation Date that the drawdown shall not be made (and the
           Facility Agent shall promptly notify the Lenders of such fact) and
           in the absence of such agreement the relevant Advance shall be
           denominated in Sterling as specified by the Facility Agent unless
           the Obligors' Agent, the Facility Agent and the Lenders
           participating in such Advance agree that it shall be denominated in
           another Optional Currency (in which case, for the purpose only of
           determining LIBOR to apply to that Advance, such changes shall be
           deemed to be made to the definition of LIBOR as the Facility Agent
           may reasonably determine, and which it shall notify to the
           Obligors' Agent and the Lenders).

6.5        Amount

           Subject as otherwise provided in this Agreement if an Advance is to
           be made in an Optional Currency, each Lender will make available to
           the Facility Agent an amount in that Optional Currency determined
           by notionally converting into that Optional Currency such Lender's
           participation in the Original Sterling Amount of that Advance on
           the basis of the Agent's Spot Rate of Exchange two Business Days
           before the proposed Utilisation Date.

7.         ANCILLARY FACILITIES

7.1        Ancillary Facility

(a)        The Obligors' Agent may, at any time during the Tranche D
           Availability Period, by notice in writing to the Facility Agent
           request the establishment of an Ancillary Facility by the
           conversion of any Bank's undrawn Tranche D Commitment (or part
           thereof) into an Ancillary Commitment with effect from the date
           (the "Effective Date") specified in such notice (being a date not
           less than five Business Days after the date such notice is received
           by the Facility Agent). Any such notice shall specify:

           (i)       the proposed Borrower;

           (ii)      the proposed start and expiry date for the Ancillary
                     Facility concerned (and the expiry date must fall on or
                     prior to the date 90 months from the Closing Date);

           (iii)     the type of the proposed Ancillary Facility;

           (iv)      the proposed Ancillary Bank;

           (v)       the amount of the proposed Ancillary Commitment; and

           (vi)      such other details as to the nature, amount and operation
                     of the proposed Ancillary Facility as the Facility Agent
                     may reasonably require,

           and the Facility Agent shall promptly notify each Bank upon receipt
           of any such notice.

(b)        Any Bank so nominated shall become an Ancillary Bank authorised to
           make the proposed Ancillary Facility available with effect on and
           from the Effective Date subject to the approval of the Facility
           Agent (acting reasonably) and the Facility Agent having received
           notification in writing from the Bank so nominated that it approves
           of the proposed Ancillary Facility. Such Bank shall have no
           obligation to give such an approval.

(c)        Any material variation in any Ancillary Facility or any proposed
           increase or reduction in the Ancillary Commitment relating thereto
           shall be effected on and subject to the provisions, mutatis
           mutandis, of this Clause 7.

(d)        Until notice has been served under any of Clauses 23.2(b), (c) (and
           a demand for payment has been made as referred to therein), (d) or
           (e), no Ancillary Bank may demand repayment of any moneys or demand
           cash cover for any liabilities made available or incurred by it
           under its Ancillary Facility, or take any analogous action under
           its Ancillary Facility, save to the extent that there is at such
           time a Tranche D Advance available to be drawn down under this
           Agreement (and for the purposes of determining whether or not a
           Tranche D Advance is so available the Tranche D Commitment of the
           Ancillary Bank shall be deemed to be increased by the amount, not
           exceeding the amount of its Ancillary Commitment, so demanded, such
           Tranche D Advance shall be deemed to be a Rollover Advance and
           Clause 2.2(d) shall not apply), and such Tranche D Advance shall be
           used to repay or provide cash cover in respect of the amount so
           demanded under the Ancillary Facility. Each Bank will participate
           in such Tranche D Advance in such amount (as determined by the
           Facility Agent) as will result as nearly as possible in the
           aggregate amount of its participation in all of the Tranche D
           Advances and its maximum potential liability in respect of
           Documentary Credits (whether under such Documentary Credits or
           under Clause 5.7) then outstanding bearing the same proportion to
           the aggregate amount of the Tranche D Utilisations then outstanding
           as its Tranche D Commitment bears to the aggregate of the Tranche D
           Commitments.

(e)        The Ancillary Commitment of any Ancillary Bank shall terminate no
           later than the date 90 months from the Closing Date. Any Ancillary
           Outstanding on the date 90 months from the Closing Date shall be
           repaid in full by the relevant Borrower on such date.

7.2        Operation of Ancillary Facilities

(a)        The rate of interest, fees and other remuneration in respect of
           each Ancillary Facility shall be determined by agreement between
           the Ancillary Bank and the Borrower concerned and the fees and
           other remuneration for all Ancillary Facilities shall be based upon
           the normal market rates and terms from time to time of the
           Ancillary Bank.

(b)        In the case of inconsistency between any term of an Ancillary
           Facility and of this Agreement, the terms of this Agreement shall
           prevail.

(c)        Subject to paragraphs (a) and (b) above, the terms governing the
           operation of any Ancillary Facility shall be those determined by
           agreement between the Ancillary Bank and the Borrower concerned,
           PROVIDED THAT such terms are based upon normal commercial terms,
           save as may be varied by this Agreement. A copy of any such terms
           shall on request by the Facility Agent be provided by the Ancillary
           Bank to the Facility Agent (and each Borrower consents to such
           copies being provided to the Facility Agent and, if requested, any
           Bank).

(d)        Each Borrower and the Ancillary Bank agrees with and for the
           benefit of each Bank that the Ancillary Outstandings under any
           Ancillary Facility provided by that Ancillary Bank shall not exceed
           the Ancillary Commitment applicable to that Ancillary Facility.

(e)        Each Borrower and each Ancillary Bank will, promptly upon request
           by the Facility Agent, supply the Facility Agent with such
           information relating to the operation of each Ancillary Facility
           provided by such Ancillary Bank (including, without limitation, the
           Ancillary Outstandings thereunder) as the Facility Agent may from
           time to time reasonably request. Each Borrower consents to all such
           information being released to the Facility Agent and each Bank.

8.         REPAYMENT

8.1        Tranche A Facility

(a)        Subject to Clause 9, the Borrowers shall repay each of the Tranche
           A Advances in full by the instalments specified below on the
           Tranche A Repayment Dates specified below. The amount of each
           Tranche A Advance repaid by the Borrowers on each Tranche A
           Repayment Date shall be the percentage of the amount of each such
           Tranche A Advance made at Closing set out below opposite that
           Tranche A Repayment Date. The aggregate of the amounts of each
           Tranche A Advance repaid on any Tranche A Repayment Date is a
           "Tranche A Repayment Instalment".
<TABLE>
<CAPTION>

                           Tranche A                                     Tranche A
                        Repayment Dates                                  Repayments
              (months from first Utilisation Date)              (% of each Tranche A Advance
                                                                      made at Closing)

<S>                            <C>                                          <C>
                               6                                            2.00%
                               12                                           2.00%
                               18                                           4.50%
                               24                                           4.50%
                               30                                           6.40%
                               36                                           6.40%
                               42                                           7.75%
                               48                                           7.75%
                               54                                           7.00%
                               60                                           7.00%
                               66                                           8.75%
                               72                                           8.75%
                               78                                           8.50%
                               84                                           8.50%
                               90                                          10.20%
</TABLE>

           Any amount of the Tranche A Advances outstanding on the Final A
           Repayment Date shall be repaid in full on the Final A Repayment
           Date.

(b)        The Tranche A Advances shall each be repaid pro rata on each
           Tranche A Repayment Date.

8.2        Tranche B Facility

(a)        Subject to Clause 9, the Borrowers shall repay the Tranche B
           Advances in full by the instalments specified below on the Tranche
           B Repayment Dates specified below. The aggregate Original Sterling
           Amount of the Tranche B Advances (a "Tranche B Repayment
           Instalment") repaid by the Borrowers on each Tranche B Repayment
           Date shall be the amount representing the percentage of the
           aggregate Original Sterling Amount of the Tranche B Advances made
           at Closing set out below opposite that Tranche B Repayment Date.

<TABLE>
<CAPTION>

                          Tranche B                                             Tranche B
                       Repayment Dates                                    Repayment Instalments
             (months from first Utilisation Date)               (% of Tranche B Advances made at Closing)

<S>                           <C>                                                          <C>
                              12                                                           1%
                              24                                                           1%
                              36                                                           1%
                              48                                                           1%
                              60                                                           1%
                              72                                                           1%
                              84                                                           1%
                              96                                                          93%
</TABLE>

           Any Amount of the Tranche B Advances outstanding on the date 96
           months from the first Utilisation Date shall be repaid in full on
           such date.

(b)        The Tranche B Advances shall each be repaid pro rata on each
           Tranche B Repayment Date.

8.3        Tranche C Facility

(a)        Subject to Clause 9, the Borrowers shall repay the Tranche C
           Advances in full by the instalments specified below on the Tranche
           C Repayment Dates specified below. The aggregate Original Sterling
           Amount of the Tranche C Advances (a "Tranche C Repayment
           Instalment") repaid by the Borrowers on each Tranche C Repayment
           Date shall be the amount representing the percentage of the
           aggregate Original Sterling Amount of the Tranche C Advances made
           at Closing set out below opposite that Tranche C Repayment Date.
<TABLE>
<CAPTION>

                          Tranche C                                             Tranche C
                       Repayment Dates                                    Repayment Instalments
             (months from first Utilisation Date)               (% of Tranche C Advances made at Closing)

<S>                           <C>                                                          <C>
                              12                                                           1%
                              24                                                           1%
                              36                                                           1%
                              48                                                           1%
                              60                                                           1%
                              72                                                           1%
                              84                                                           1%
                              96                                                           1%
                             108                                                          92%
</TABLE>

           Any Amount of the Tranche C Advances outstanding on the Final
           Maturity Date shall be repaid in full on such date.

(b)        The Tranche C Advances shall each be repaid pro rata on each
           Tranche C Repayment Date.

8.4        Tranche D Advances

(a)        Each Borrower shall repay the full amount of each Tranche D Advance
           made to it on the Interest Date relating to that Advance. Any
           Tranche D Utilisation then outstanding shall be repaid in full on
           the earlier of the Final A Repayment Date and the day on which the
           Term Advances are repaid or prepaid in full.

(b)        Without prejudice to each Borrower's obligations to repay the full
           amount of each Tranche D Advance made to it on the due date, on the
           date of any Rollover Utilisation made by any Borrower the amount to
           be repaid and the amount to be drawn down by such Borrower shall be
           netted off against each other so that the amount of cash which such
           Borrower is actually required to repay or, as the case may be, the
           amount of cash which the Lenders are actually required to advance
           to such Borrower, shall be the net amount.

8.5        Tranche E Facility

(a)        Subject to Clause 9, the Borrowers shall repay the Tranche E
           Utilisations in full by the instalments specified below on the
           Tranche E Repayment Dates specified below. The aggregate Original
           Sterling Amount of the Tranche E Utilisations (a "Tranche E
           Repayment Instalment") repaid by the Borrowers on each Tranche E
           Repayment Date shall be the amount representing the percentage of
           the aggregate Original Sterling Amount of the Tranche E
           Utilisations outstanding on the seventh anniversary of the first
           Utilisation Date set out below opposite that Tranche E Repayment
           Date.
<TABLE>
<CAPTION>

                          Tranche E                                                    Tranche E
                       Repayment Dates                                           Repayment Instalments
             (months from first Utilisation Date)               (% of Tranche E Utilisations outstanding on the seventh
                                                                                anniversary of the first
                                                                                   Utilisation Date)

<S>                           <C>                                                          <C>
                              96                                                           50%
                             108                                                           50%
</TABLE>

           Any Amount of the Tranche E Utilisations outstanding on the Final
           Maturity Date shall be repaid in full on such date.

(b)        The Tranche E Repayment Instalments shall be applied first in
           repayment of all Tranche E Advances pro rata until repaid or
           prepaid in full and second in prepayment of all Tranche E
           Utilisations made by way of Documentary Credit pro rata until such
           Tranche E Utilisations are repaid in full.

9.         PREPAYMENT AND CANCELLATION

9.1        Automatic Cancellation of the Total Commitments

(a)        Any part of the Tranche A Commitments, the Tranche B Commitments,
           the Tranche C Commitments or the Tranche E Commitments not borrowed
           hereunder before the expiry of the Tranche A Availability Period,
           Tranche B Availability Period, Tranche C Availability Period or
           Tranche E Availability Period respectively shall be automatically
           cancelled at close of business on such expiry.

(b)        The Tranche D Commitments shall be automatically cancelled at close
           of business on the expiry of the Tranche D Availability Period.

9.2        Voluntary Cancellation

           The Obligors' Agent may, by giving not less than five Business Days
           prior notice to the Facility Agent, cancel the unutilised portion
           of the Tranche D Commitments or the Tranche E Commitments in whole
           or in part (but, if in part in a minimum amount of (pound)5,000,000
           and integral multiples of (pound)1,000,000) without incurring any
           penalty or other cost, but subject in the case of the Tranche D
           Commitments to providing to the Facility Agent evidence reasonably
           satisfactory to the Majority Lenders that notwithstanding such
           cancellation the Group will have sufficient working capital
           facilities available to it to enable the businesses of the Group
           members to be operated substantially as contemplated in the
           Business Plan and in such a way as to enable the Obligors to repay
           all outstandings under the Senior Finance Documents on or before
           the due date for each such amount. Any cancellation in part of the
           Tranche D Commitments or the Tranche E Commitments shall be applied
           against the Tranche D Commitment or the Tranche E Commitments, as
           the case may be, of each Lender pro rata.

9.3        Voluntary Prepayment

(a)        Subject to Clause 9.6, on giving at least five Business Days prior
           notice to the Facility Agent, specifying the Utilisation and amount
           to be prepaid, any Borrower may prepay any Utilisation made by it
           in whole or in part on the date and in the amount so specified.
           Such payment of a Utilisation shall be, if in part, in an Original
           Sterling Amount of not less than (pound)5,000,000 (or if more shall
           be in an integral multiple of (pound)1,000,000). No such prepayment
           of a Term Advance may be made unless the Term Advances are all
           prepaid pro rata, save as provided in paragraph (b) below.

(b)        Any such prepayment shall be applied pro rata against the
           participations of the Lenders in the Utilisation prepaid PROVIDED
           THAT in the case of any partial prepayment of the Tranche B
           Advances or Tranche C Advances or Tranche E Utilisations (but not
           in the case of a prepayment in full) any Lender (the "Notifying
           Lender") having a participation in the Tranche B Advances or the
           Tranche C Advances or the Tranche E Utilisations then outstanding
           may by notice to the Facility Agent decline to accept such
           prepayment of its participation (the amount of such prepayment
           being the "Declined Amount") in such Tranche B Advances or Tranche
           C Advances or Tranche E Utilisations. The Declined Amount shall be
           treated as a new prepayment under this Clause 9.3 and, subject as
           provided in this paragraph (b), shall be applied in prepayment of
           the Term Advances pro rata.

9.4        Right of prepayment and cancellation

           If any Borrower is required to pay any amount to a Lender under
           Clauses 13, 14 or 15 the Obligors' Agent may, whilst the
           circumstances giving rise to the requirement continue, serve a
           notice of prepayment and cancellation on that Lender through the
           Facility Agent. On the date falling seven Business Days after the
           date of service of the notice:

           (a)       each Borrower shall prepay that Lender's participation in
                     any Utilisation (including any participation through the
                     operation of Clause 5.7) made to it together with all
                     other amounts payable by it to that Lender under this
                     Agreement; and

           (b)       all such Lender's Commitments shall be cancelled (but
                     without prejudice to such Lender's obligations under
                     Clause 5.7).

9.5        Mandatory Prepayment from Net Proceeds

           If:

           (a)       any of the assets, business or undertaking of any member
                     of the Group are disposed of; or

           (b)       any funds are recovered from any of the Vendors under the
                     Acquisition Agreements which represent Net Proceeds and
                     which are not, within 12 months of receipt by a member of
                     the Group, applied in meeting the liability or loss which
                     gave rise to the claim; or

           (c)       any funds which represent Net Proceeds are recovered
                     pursuant to a claim by a member of the Group under any
                     insurance policy,

           the Company, unless the Majority Lenders shall otherwise consent in
           writing, shall apply, or shall procure that a Subsidiary of it
           shall apply forthwith an amount equal to the Net Proceeds arising
           from the disposal or recovery in or towards prepayment of the
           Utilisations in accordance with this Clause 9, provided that the
           foregoing shall not apply to Net Proceeds arising from:

           (i)       a disposal of trading stock or services in the ordinary
                     course of trading; or

           (ii)      a disposal of assets not constituting trading stock which
                     are to be replaced by other assets being acquired for use
                     for like purposes and are so replaced within twelve
                     months of the date of such disposal (save to the extent
                     the Net Proceeds exceed the acquisition cost of those
                     replacement assets) and where an amount equal to the full
                     amount of such Net Proceeds is paid into the Disposals
                     Account as referred to below at the time of receipt of
                     such Net Proceeds by the relevant member of the Group; or

           (iii)     any disposal permitted by Clause 21.8(b)(i), (iii), (iv),
                     (v), (vi) or (x); or

           (iv)      any disposal the Net Proceeds from which, when taken
                     together with the consideration for any related
                     disposals, does not exceed(pound)75,000 (or its
                     equivalent in other currencies); or

           (v)       any disposal of assets the Net Proceeds from which, when
                     aggregated with the Net Proceeds of all other disposals
                     made by any other member of the Group in any twelve month
                     period (other than any referred to in paragraphs (i),
                     (ii), (iii) or (iv) above), does not exceed
                     (pound)2,500,000 (or its equivalent in other currencies)
                     and the Net Proceeds of each disposal thereafter in such
                     twelve month period (other than disposals referred to in
                     paragraphs (i), (ii), (iii) or (iv) above) shall be
                     applied in prepayment,

           PROVIDED THAT:

           (I)       if the Company gives notice to the Facility Agent that it
                     wishes the provisions of Clause 9.5 (ii) to apply the
                     Company may pay or procure the payment into an interest
                     bearing account (the "Disposals Account") in the name of
                     the Company held with the Facility Agent in London of an
                     amount equal to the Net Proceeds received by such member
                     of the Group at the time of receipt by the relevant
                     member of the Group of the Net Proceeds;

           (II)      no amounts may be paid into the Disposals Account save as
                     expressly permitted by this Clause 9.5;

           (III)     while any amount remains outstanding under any of the
                     Senior Finance Documents no amount may be withdrawn by
                     any member of the Group from the Disposals Account except
                     for (A) application in the acquisition of a replacement
                     asset (as contemplated in Clause 9.5(ii) above) within
                     twelve months of the date on which the asset which is
                     being replaced was disposed of, or (B) application in
                     repayment or prepayment of any Utilisation;

           (IV)      at any time after an Event of Default has occurred which
                     is continuing unwaived the Facility Agent may (but is not
                     obliged to) apply the whole or any part of the sums
                     standing to the credit of the Disposals Account in or
                     towards payment of any amount due from any Obligor under
                     the Senior Finance Documents but unpaid.

           A Borrower resident in Canada shall not be obliged to prepay any
           Tranche B Advance, Tranche C Advance or Tranche E Utilisation from
           any funds received by it under Clause 9.5(b) if such prepayment
           would cause more than 25% of the Original Sterling Amount of such
           Tranche B Advances, Tranche C Advances or Tranche E Utilisations to
           be repaid during a Withholding Period taking into account all
           scheduled Repayment Instalments and all prepayments of such Tranche
           B Advances, Tranche C Advance or Tranche E Utilisations already
           made (except as a consequence of an Event of Default).

           No Borrower that is a Canadian resident shall fail to prevent an
           event which would entitle a claim to be made by it under any
           insurance policy as contemplated in paragraph (c) above. Failure by
           any such Borrower to avoid such event shall result (only) in such
           Borrower being required to repay an amount of the Utilisations in
           an amount equal to the Net Proceeds of any such claim.

9.6        Order of Application

           Any amount required to be applied in prepayment pursuant to Clauses
           9.3 or 9.5, shall be applied as follows:

           (a)       first, in prepayment of the Term Advances pro rata until
                     repaid or prepaid in full;

           (b)       second, in prepayment of the Tranche D Utilisations pro
                     rata until the Tranche D Utilisations are prepaid in
                     full.

9.7        Adjustment of Repayment Instalments

(a)        Each prepayment of the Term Advances made pursuant to Clause 9.3
           shall be applied against future Repayment Instalments determined
           pursuant to Clause 8 as the Obligors' Agent directs in writing to
           the Facility Agent at the time of prepayment.

(b)        Each prepayment of a Term Advance made pursuant to any other
           provision of this Agreement shall be applied against future
           Repayment Instalments relative to such Term Advance determined
           pursuant to Clause 8 pro rata.

9.8        Date for Prepayment

(a)        If any Borrower becomes obliged to prepay or procure the prepayment
           of any amount under Clause 9.5 the prepayment shall be made on the
           next Interest Date relating to the Advance to be repaid (or
           forthwith in the case of an outstanding Documentary Credit) and
           pending such application shall be deposited in an interest bearing
           blocked account (the "Blocked Account") in the name of the relevant
           Borrower held with the Facility Agent, unless the Obligors' Agent
           by not less than five Business Days' written notice to the Facility
           Agent has specified that it wishes to make an immediate prepayment
           in which case the prepayment shall be made on the date of such
           disposal, recovery, listing, sale or issue, as the case may be.

(b)        So long as any Utilisation remains outstanding or any of the
           Commitments are available for drawing (whether or not subject to
           conditions precedent), no amount shall be withdrawn from any
           Blocked Account by any member of the Group except for immediate
           application in making any required prepayment (which the relevant
           Borrower may do by giving five Business Days' written notice to the
           Facility Agent) or accelerated repayment of any Utilisation or as
           provided in paragraph (c) below.

(c)        The Facility Agent shall be entitled (but not obliged) to apply the
           whole or any part of the sums standing to the credit of any Blocked
           Account in the name of any Obligor in or towards payment of any
           unpaid sums then due from that Obligor under this Agreement.

9.9        Miscellaneous provisions

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

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

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

(d)        No amount of any Term Advance repaid or prepaid under this
           Agreement may subsequently be re-borrowed. No amount of the Total
           Commitments cancelled under this Agreement may subsequently be
           reinstated.

10.        INTEREST

10.1       Interest rate

           The rate of interest on each Advance for each Interest Period
           relative thereto is the rate per annum determined by the Facility
           Agent to be the aggregate of:

           (a)       the applicable Margin;

           (b)       the applicable LIBOR; and

           (c)       the Additional Cost relative to such Advance during such
                     Interest Period.

10.2       Due dates

           Except as otherwise provided in this Agreement, accrued interest on
           each Advance for each Interest Period relative thereto shall be
           paid by the relevant Borrower on the Interest Date relating to such
           Interest Period and also, in the case of a Tranche A Advance or a
           Tranche D Advance with an Interest Period of longer than six
           months, on the last day of each consecutive period of six months
           from the first day of such Interest Period.

10.3       Default interest

(a)        If an Obligor fails to pay any amount payable by it under this
           Agreement, it shall forthwith on demand by the Facility Agent from
           time to time pay interest on the overdue amount from the due date
           up to the date of actual payment, as well after as before judgment,
           at a rate (the "Default Rate") determined by the Facility Agent to
           be one per cent. (1.0%) per annum above the higher of:

           (i)       the rate of interest on the overdue amount under Clause
                     10.1 immediately before the due date (if of principal) or
                     the rate of interest under Clause 10.1 on the principal
                     amount in respect of which such overdue amount has
                     accrued due (if of interest); and

           (ii)      the rate of interest which would have been payable if the
                     overdue amount had, during the period of non-payment,
                     constituted a Tranche D Advance,

           in each case for successive Interest Periods of such duration as
           the Facility Agent may determine having regard to its estimate of
           the likely duration of the default (each a "Designated Period").

(b)        The Default Rate will be determined on each Business Day or on the
           date two Business Days prior to the commencement of or on the first
           day of the relevant Designated Period, as the Facility Agent shall
           determine, and interest will be compounded at the end of each
           Designated Period if not paid.

(c)        If the Facility Agent determines that Clause 14 would apply if the
           overdue amount were an Advance during the Designated Period, the
           rate to be used pursuant to (ii) above will be determined in
           accordance with Clause 14.

10.4       Margin Adjustment

(a)        If at any time any consolidated annual or quarterly Accounts of the
           Group for an Accounting Period ending on or about 30th June or 31st
           December in any year delivered to the Facility Agent pursuant to
           Clause 21.2(a) or (b) disclose that the ratio of Consolidated EBIT
           to Consolidated Net Interest Payable for a period comprising an
           annual Accounting Period or four consecutive quarterly Accounting
           Periods ending on or after the first anniversary of the Closing
           Date is:

           (I)       greater than 2.50:1 but less than or equal to 3.25:1; or

           (II)      greater than 3.25:1 but less than or equal to 4.00:1; or

           (III)     greater than 4.00:1,

           then (subject as mentioned below and subject to there being no
           outstanding Event of Default at such time) the Margin in respect of
           any Tranche A Advance or Tranche D Utilisation shall be reduced
           such that if the test in sub-paragraph (I) above is met the Margin
           shall be one point six two five per cent. (1.625%) per annum, if
           the test in sub-paragraph (II) above is met the Margin shall be one
           point three seven five per cent. (1.375%) per annum and if the test
           in sub-paragraph (III) above is met the Margin shall be one per
           cent. (1.00%) per annum, in each case during (but only during) the
           period from (and including) the date on which the Facility Agent
           has received the relevant Accounts pursuant to Clauses 21.2(a)(i)
           or 21.2(b), as the case may be, and the reports and certificates
           relating thereto pursuant to Clause 21.2(d)(i) or (ii), as the case
           may be, until (but excluding) the earlier of the following dates:

           (i)       the date on which the Facility Agent next receives the
                     relevant Accounts for an annual Accounting Period or four
                     consecutive quarterly Accounting Periods for an
                     Accounting Period ending on or about 30th June or 31st
                     December in any year pursuant to Clauses 21.2(a)(i) or
                     Clause 21.2(b), as the case may be, and a report and
                     certificate relating thereto pursuant to Clause
                     21.2(d)(i) or (ii); or

           (ii)      the latest date (the "Latest Date") by which the Facility
                     Agent should have received any such Accounts and
                     certificates in accordance with the terms of such Clauses
                     where the Facility Agent has not received the same by
                     such date;

           PROVIDED THAT:

           (A)       if the Margin has been reduced in reliance on the
                     unaudited consolidated Accounts of the Group (and
                     corresponding certificate) for four consecutive quarterly
                     Accounting Periods together constituting an annual
                     Accounting Period and the audited consolidated Accounts
                     of the Group for such annual Accounting Period (and
                     corresponding report and certificate) do not justify that
                     reduction, such reduction shall be reversed with
                     retrospective effect so that the Margin shall be that
                     justified by the audited consolidated Accounts of the
                     Group and amounts calculated by reference to the reduced
                     Margin (whether or not already paid) shall be
                     recalculated by reference to the Margin justified by such
                     audited Accounts and the Borrowers shall be required to
                     make a payment to the Facility Agent to cover any
                     shortfall in amounts which should have been received by
                     the Lenders following any such recalculation;

           (B)       any reduced Margin which would otherwise apply by virtue
                     of the provisions of this Clause shall be suspended and
                     the Margin in respect of any Tranche A Advance or Tranche
                     D Utilisation shall be increased to one point seven five
                     zero per cent. (1.750%) per annum from the date on which
                     the Facility Agent gives notice pursuant to Clause 23.2
                     until the Facility Agent has waived the Event of Default
                     or the Facility Agent is notified in writing that the
                     Event of Default is otherwise remedied.

10.5       Determination conclusive; notification

           Each determination of a rate of interest by the Facility Agent
           under this Agreement shall, in the absence of manifest error, be
           conclusive and shall be promptly notified to the Obligors' Agent by
           the Facility Agent.

10.6       Lender basis

           Interest shall accrue from day to day and be computed on the basis
           of a year of 360 days (or 365 days in the case of a sum denominated
           in Sterling or Belgian Francs or any other currency in respect of
           which interest is customarily calculated on the basis of a year of
           365 days in the London Interbank Market) for the actual number of
           days elapsed.

11.        INTEREST PERIODS

11.1       Selection and agreement

           The Obligors' Agent shall give notice to the Facility Agent not
           later than 11.00 a.m. on the third Business Day prior to the
           commencement of each Interest Period relative to any Advance (or in
           the Request therefor) specifying the duration of such Interest
           Period, which shall be (i) in respect of the Tranche A Advances and
           the Tranche D Advances one, two, three or six months and (ii) in
           the case of the Tranche B Advances, Tranche C Advances and Tranche
           E Advances six months, or in each case such other duration as may
           be agreed by the Facility Agent or as may be required in order to
           comply with Clause 11.3 (provided that if such duration is over six
           months the Facility Agent may only agree with the unanimous consent
           of the Lenders participating in such Advance). If the Obligors'
           Agent fails to specify the duration of an Interest Period for any
           Tranche A Advance or Tranche D Advance the duration of that
           Interest Period shall be one month.

11.2       Splitting

           The Obligor's Agent may, in any notice given pursuant to Clause
           11.1, split a Tranche A Advance into up to two Tranche A Advances,
           provided that one of such Tranche A Advance shall be in an amount
           at least equal to the Repayment Instalment due to be repaid with
           respect to such Tranche A Advances on the next Repayment Date (and
           shall have an Interest Period ending on such Repayment Date). No
           more than five Tranche A Advances may be outstanding at any time.

11.3       Restrictions on selection

(a)        The Obligors' Agent (on behalf of the relevant Borrower) shall
           select the duration of Interest Periods pursuant to Clause 11.1 so
           as to ensure that (i) each Tranche A Repayment Date will also be an
           Interest Date in relation to an amount of the Tranche A Advances at
           least equal to the amount of the Tranche A Repayment Instalment due
           to be paid on such Tranche A Repayment Date, (ii) no Tranche B
           Advance or Tranche C Advance or Tranche E Advance shall have an
           Interest Period expiring after the Final Maturity Date, and (iii)
           no Tranche A Advance or Tranche D Advance shall have an Interest
           Period expiring after the Final A Repayment Date.

(b)        Each of the first three Interest Periods for each of the Tranche A
           Advances, the Tranche B Advances and the Tranche C Advances shall
           be of one month's duration or such other period as the Facility
           Agent may agree with the Obligors' Agent. The fourth Interest
           Period for each of the Tranche B Advances and the Tranche C
           Advances shall be of three months' duration (or such other period
           as the Facility Agent may agree with the Obligors' Agent). The
           Interest Periods for any Tranche D Advance or Tranche E Advance
           drawn during the first three months after the Closing Date shall be
           as specified by the Facility Agent, after consultation with the
           Obligors' Agent, in order to facilitate syndication of the
           Facilities.

(c)        If it appears to the Facility Agent in good faith that the
           requirements of paragraphs (a) or (b) above, or that the
           requirements of the Original Lenders (in consultation with the
           Company) for an orderly primary syndication of the Facilities, will
           not be met by the Obligors' Agent's selection of any Interest
           Period, the Facility Agent, on behalf of and after consultation to
           the extent practicable with the Obligors' Agent, shall select a
           different duration for such Interest Period.

11.4       Duration

           The (or the first) Interest Period relative to each Advance shall
           commence on its Utilisation Date and end on the last day of the
           period selected therefor and any subsequent Interest Period
           relative to a Term Advance shall commence on the expiry of the
           immediately preceding Interest Period relating thereto and end on
           the last day of the period so selected therefor, provided that if
           any Interest Period would otherwise end on a day which is not a
           Business Day, such Interest Period shall end instead on the next
           Business Day in the same calendar month (if there is one) or on the
           preceding Business Day (if there is not).

11.5       Notification

           The Facility Agent will notify the relevant Lenders and the
           Obligors' Agent of the duration of each Interest Period relating to
           an Advance and of the rate of interest applicable thereto promptly
           after ascertaining the same (and such duration and rate shall, in
           the absence of manifest error, be conclusive).

12.        PAYMENTS

12.1       Funds

           (a)       Payments under this Agreement to the Facility Agent shall
                     be made in freely transferable funds for same day value
                     on the due date at such times and in such manner as the
                     Facility Agent may specify to the Party concerned as
                     being customary at the time for the settlement of
                     transactions in the currency in which the amount
                     concerned is denominated to the account of the Facility
                     Agent:

                     (i)       if in Sterling by CHAPS to Sort Code 40-50-88
                               or to such account at such bank or office as
                               the Facility Agent shall designate by at least
                               three Business Days' notice to the Party
                               liable; and

                     (ii)      if in any Optional Currency, at such bank or
                               office in the principal financial centre in the
                               country of such Optional Currency as the
                               Facility Agent may designate by not less than
                               three Business Days' notice to the Party
                               concerned.

           (b)       Payments by the Obligors shall, unless otherwise
                     specified in this Agreement, be made to the Facility
                     Agent for the account of the relevant Party.

12.2       Distribution

(a)        Each payment received by the Facility Agent under this Agreement
           for another Party shall, subject to paragraphs (b) and (c) below,
           be made available by the Facility Agent to that Party by payment
           (on the date and in the currency and funds of receipt) to its
           account with such bank as it may notify to the Facility Agent for
           this purpose by not less than 10 Business Days' prior notice.

(b)        The Facility Agent may apply any amount received by it for an
           Obligor in or towards payment of any amount due (but unpaid) from
           an Obligor under this Agreement.

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

12.3       Currency

(a)        Interest accrued under this Agreement shall be payable in the
           currency in which the relevant amount in respect of which it has
           accrued was denominated during the period of accrual.

(b)        The principal of each Advance shall be repaid or prepaid in the
           currency in which it is denominated when drawn down (subject to
           Clause 2.5).

(c)        Any amount (other than of principal and/or interest) calculated on
           or by reference to or payable in respect of another amount shall be
           payable in the currency in which that other amount is denominated
           at the time of payment.

(d)        Amounts payable in respect of costs, expenses, Taxes and the like
           are payable in the currency in which they are incurred.

(e)        Any other amount payable under this Agreement is, except as
           otherwise provided in this Agreement, payable in Sterling.

12.4       Set-off and counterclaim

           All payments to be made by an Obligor under any Senior Finance
           Document shall be made without set-off or counterclaim.

12.5       Non-Business Days

(a)        If a payment under this Agreement is due on a day which is not a
           Business Day, the due date for that payment shall instead be the
           next Business Day.

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

12.6       Partial payments

(a)        If the Facility Agent receives a payment insufficient to discharge
           all the amounts then due and payable by the Obligors under this
           Agreement, the Facility Agent shall apply that payment towards the
           obligations of the Obligors in the following order:

           (i)       first, in or towards payment pro rata of any unpaid costs
                     and expenses of the Agents under the Senior Finance
                     Documents;

           (ii)      secondly, in or towards payment pro rata of any accrued
                     fees due but unpaid under Clause 25;

           (iii)     thirdly, in or towards payment pro rata of any accrued
                     interest due but unpaid under this Agreement;

           (iv)      fourthly, in or towards payment pro rata of any principal
                     due but unpaid under this Agreement; and

           (v)       fifthly, in or towards payment pro rata of any other sum
                     due but unpaid under this Agreement.

(b)        The Facility Agent shall, if so directed by the Majority Lenders,
           vary the order set out in sub-paragraphs (a)(ii) to (v) above.

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

12.7       Security Agent as Joint Creditor

(a)        Each of the Obligors and each of the Finance Parties agree that the
           Security Agent shall be the joint creditor (together with the
           relevant Finance Party) of each and every obligation of any Obligor
           towards each of the Finance Parties under this Agreement, and that
           accordingly the Security Agent will have its own independent right
           to demand performance by the relevant Obligor of those obligations.
           However, any discharge of any such obligation to one of the
           Security Agent or the relevant Finance Party shall, to the same
           extent, discharge the corresponding obligation owing to the other.

(b)        Without limiting or affecting the Security Agent's rights against
           any Obligor (whether under this paragraph or under any other
           provision of the Finance Documents), the Security Agent agrees with
           each other Finance Party (on a several and divided basis) that,
           subject as set out in the next sentence, it will not exercise its
           rights as a joint creditor with a Finance Party except with the
           consent of the relevant Finance Party. However, for the avoidance
           of doubt, nothing in the previous sentence shall in any way limit
           the Security Agent's right to act in the protection or preservation
           of rights under or to enforce any Security Document as contemplated
           by this Agreement, the Priority Agreement and/or the relevant
           Security Document (or to do any act reasonably incidental to any of
           the foregoing).

13.        TAXES

13.1       Gross-up
           All payments by an Obligor under the Senior Finance Documents shall
           be made without any deduction or withholding and free and clear of
           and without deduction or withholding for or on account of any Taxes
           except to the extent that the Obligor is required by law to make
           payment subject to any Tax. If any Tax or amounts in respect of Tax
           must be deducted, or any other deductions must be made or Tax
           accounted for, from or in respect of any amounts payable or paid by
           an Obligor, or paid or payable by the Facility Agent to a Finance
           Party, under the Senior Finance Documents, the Obligor shall pay
           such additional amounts (save as referred to in Clause 13.3), as
           may be necessary to ensure that the relevant Finance Party receives
           a net amount equal to the full amount which it would have received
           had payment not been made subject to Tax.

13.2       Tax receipts

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

13.3       Recognised Lender

(a)        If, otherwise than as a result of the introduction of, change in,
           or change in the interpretation, administration or application of,
           any law or regulation or any practice or concession of any
           applicable Tax authority occurring after the date of this
           Agreement, a Lender is not or ceases to be a Recognised Lender, no
           Obligor shall be liable to pay to that Lender under Clause 13.1 any
           amount in respect of Taxes levied or imposed in excess of the
           amount it would have been obliged to pay if that Lender had been a
           Recognised Lender.

(b)        No Obligor is liable to pay to a Lender any amount under Clause
           13.1 in respect of Taxes (not being withholding taxes) imposed on
           the overall net income or gains of a Lender by the jurisdiction in
           which its principal office is located or on the overall net income
           or gains of the Lender's Facility Office by the jurisdiction in
           which that Facility Office is located.

(c)        Each Lender confirms to the Company that on the date of this
           Agreement (or if later on the date it becomes a Party to this
           Agreement) it is, or prior to the first Interest Date on which
           interest is payable to it under this Agreement will be, a
           Recognised Lender.

13.4       Tax Saving

(a)        If, following the imposition of any Tax on any payment by any
           Obligor (or any corresponding payment by the Facility Agent to any
           Finance Party under this Agreement) in consequence of which such
           Obligor pays an additional amount under Clause 13.1, any Finance
           Party shall as a result of such payment receive or be granted a
           credit against or remission for or deduction or relief from or in
           respect of any Tax payable by it which in such Finance Party's sole
           opinion (acting in good faith) is both identifiable and
           quantifiable by it without requiring such Finance Party or its
           professional advisers to expend a material amount of time or incur
           a material cost in so identifying or quantifying (any of the
           foregoing, to the extent so identifiable and quantifiable, being
           referred to as a "saving"), such Finance Party shall, to the extent
           that it can do so without prejudice to the retention of the
           relevant saving and subject to such Obligor's obligation to repay
           promptly on demand by the Finance Party the amount to such Finance
           Party if the relevant saving is subsequently disallowed or
           cancelled, reimburse such Obligor promptly after receipt of such
           saving by such Finance Party with such amount as such Finance Party
           shall in its sole opinion but in good faith have concluded to be
           the amount or value of the relevant saving.

(b)        Nothing contained in this Agreement shall interfere with the right
           of any Finance Party to arrange its Tax and other affairs in
           whatever manner it thinks fit. No Finance Party shall be required
           to disclose any confidential information relating to the
           organisation of its affairs.

13.5       Double tax treaty filings

           Each Finance Party shall, and the Company shall ensure that each
           relevant Borrower (and if a payment falls or is likely to fall to
           be made by it, each Guarantor) shall, file all such forms, make all
           such applications and take all such other action, in each case as
           it may reasonably be able to file, make or take, pursuant to all
           relevant treaties for the avoidance of double taxation in order
           that payments by it hereunder to which such treaties apply (or
           would apply were such filings, applications or other action made or
           taken) may be made without (or, where complete avoidance is not
           possible, with a reduced rate of) withholding tax. Each Finance
           Party shall give to each relevant Obligor and each relevant Obligor
           shall give to each Finance Party such assistance as the other may
           reasonably require in connection with the completion and filing of
           such forms, the making of such applications and the taking of such
           other duties as aforesaid.

13.6       U.S. Taxation - delivery of forms and statements

(a)        Each Finance Party which is not a U.S. Person shall, subject as
           otherwise provided in Clause 13.6(d), deliver (through the Facility
           Agent) to each U.S. Obligor within 21 days of a request from the
           Facility Agent, duly completed, two copies of such form or forms as
           may be required to indicate that such Finance Party is entitled to
           receive payments under this Agreement without deduction,
           withholding or payment by the U.S. Obligor of any United States
           federal Taxes, including, without limitation, either:

           (i)       two copies of Form 1001 of the Internal Revenue Service
                     of the United States of America (relating to an
                     applicable double revenue tax treaty concluded by the
                     United States of America); or

           (ii)      two copies of Form 4224 of the Internal Revenue Service
                     of the United States of America (relating to income
                     effectively connected with the conduct of a trade or
                     business in the United States of America); or

           (iii)     two copies of Form W.8 of the Internal Revenue Service of
                     the United States of America (relating to the
                     certification by a Finance Party of non United States
                     status).

           Each such Finance Party, subject as otherwise provided in Clause
           13.6(d), shall deliver (through the Facility Agent) to each U.S.
           Obligor additional duly completed copies of any of the above forms
           and/or such additional or successor forms as shall be adopted from
           time to time by the Internal Revenue Service of the United States
           of America if it is notified by the U.S. Obligor or the Internal
           Revenue Service of the United States of America that any previous
           such form delivered by it pursuant to this Clause 13.6 has expired
           or that Finance Party becomes aware that any such form shall have
           become incomplete or inaccurate in any respect unless prior to that
           delivery any event occurs which renders the relevant form
           inapplicable.

(b)        Each Finance Party which is a U.S. Person shall deliver (through
           the Facility Agent) to each U.S. Obligor a statement signed by an
           authorised signatory of the Finance Party to the effect that it is
           a U.S. Person and if necessary to avoid United States backup
           withholding, a duly completed copy of Internal Revenue Service Form
           W-9 (or successor form) establishing that such Finance Party is not
           subject to United States backup withholding.

(c)        The Facility Agent shall have no responsibility or liability for
           and no obligation to check the accuracy or appropriateness of any
           form or statement delivered by any Finance Party pursuant to Clause
           13.6(a) or (b) respectively.

(d)        If any Finance Party determines, as a result of any change in
           applicable law, regulation or treaty, or in any official
           application or interpretation thereof, that it is unable to submit
           to any U.S. Obligor any form or certificate that the Finance Party
           is obliged to submit pursuant to Clause 13.6(a) or 13.6(b), or that
           such Finance Party is required to withdraw or cancel any form or
           certificate previously submitted, the Finance Party shall promptly
           notify each U.S. Obligor of that fact.

14.        MARKET DISRUPTION

(a)        If, in relation to any Advance:

           (i)       no, or (where there is more than one Reference Bank) only
                     one, Reference Bank supplies a rate for the purposes of
                     determining the applicable LIBOR (where LIBOR is being
                     determined pursuant to paragraph (b) of that definition)
                     or the Facility Agent otherwise determines that adequate
                     and fair means do not exist for ascertaining the
                     applicable LIBOR; or

           (ii)      the Facility Agent receives notification from Lenders
                     whose participations in an Advance exceed fifty per cent.
                     (50%) by value of that Advance that, in their opinion, by
                     reason of circumstances affecting the London Interbank
                     Market:

                     (A)       matching deposits will not be available to them
                               in the London Interbank Market in the ordinary
                               course of business in amounts sufficient to
                               fund their participations in that Advance for
                               the relevant Interest Period; or

                     (B)       the cost to them of such matching deposits in
                               the London Interbank Market for that Interest
                               Period would be in excess of the applicable
                               LIBOR,

           the Facility Agent shall promptly notify the Obligors' Agent and
           the Lenders of that fact and that this Clause 14 is in operation.

(b)        After any notification under paragraph (a) above:

           (i)       if Clause 14(a)(ii)(A) applies, no further Requests may
                     be delivered and no Lender shall be obliged to
                     participate in the Advance to which such notification
                     relates, unless such Advance is already outstanding,
                     until the Facility Agent notifies the Obligors' Agent
                     that the event specified in the notification no longer
                     prevails;

           (ii)      if the Obligors' Agent so requires, within five Business
                     Days of receipt of any such notification, the Obligors'
                     Agent and the Facility Agent (on behalf of the Lenders)
                     shall, in good faith, enter into negotiations for a
                     period of not more than 30 days with a view to agreeing a
                     substitute basis (the "Substitute Basis") for determining
                     the rate of interest and/or funding applicable to any
                     future Advance and to maintaining any existing Advances
                     to which such notification relates;

           (iii)     any Substitute Basis agreed under sub-paragraph (ii)
                     above shall be, with the prior consent of all the
                     Lenders, binding on all the Parties; and

           (iv)      until and unless a Substitute Basis is so agreed, each
                     Lender's participation in each outstanding Advance to
                     which such notification related shall bear interest
                     during the current Interest Period relative thereto at
                     the rate certified by such Lender to be its cost of funds
                     (from such source as it may reasonably select) for such
                     Interest Period in relation to such Advance, plus the
                     applicable Margin.

(c)        The Facility Agent, in consultation with the Obligors' Agent shall,
           not less often than monthly, review whether or not the
           circumstances referred to in Clause 14(a) still prevail with a view
           to returning to the normal interest provisions of this Agreement.

15.        INCREASED COSTS

15.1       Increased costs

(a)        Subject to Clause 15.2 (Exceptions), the Company shall forthwith on
           demand by a Finance Party pay (or procure that there is paid to)
           that Finance Party the amount of any increased cost incurred by it
           (or any Holding Company of it) as a result of the introduction of
           or change in or change in the interpretation, administration or
           application of any law, directive or regulation (including any law
           or regulation relating to taxation, change in currency of a country
           or reserve asset, special deposit, cash ratio, liquidity or capital
           adequacy requirements or any other form of banking or monetary
           control) whether or not having the force of law but, if not, being
           a directive or regulation with which it is the practice of banks in
           the relevant jurisdiction to comply or compliance by any Finance
           Party (or any Holding Company of such Finance Party) with any such
           introduction or change.

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

           (i)       an additional cost incurred by a Finance Party (or any
                     Holding Company of it) as a result of it having entered
                     into, or performing, maintaining or funding its
                     obligations under, any Senior Finance Document or
                     Documentary Credit; or

           (ii)      that portion of an additional cost incurred by a Finance
                     Party (or any Holding Company of it) in making, funding
                     or maintaining all or any advances, letters of credit or
                     guarantees comprised in a class of advances, letters of
                     credit or guarantees formed by or including the
                     participations in the Advances or Documentary Credits
                     made or to be made under this Agreement which is
                     attributable to it making, funding or maintaining those
                     participations; or

           (iii)     a reduction in any amount payable to a Finance Party (or
                     any Holding Company of it) or the effective return to a
                     Finance Party (or any Holding Company of it) under any
                     Finance Document or on its (or such Holding Company's)
                     capital; or

           (iv)      the amount of any payment made by a Finance Party (or any
                     Holding Company of it), or the amount of interest or
                     other return foregone by a Finance Party (or any Holding
                     Company of it), calculated by reference to any amount
                     received or receivable by a Finance Party from any other
                     Party under this Agreement.

15.2       Exceptions

           Clause 15.1 does not apply to any increased cost:

           (a)       compensated for by the operation of Clause 13 (or which
                     would have been so compensated for but for the operation
                     of Clause 13.3(a)) or Clause 10.1(c);

           (b)       attributable to any change in the rate of tax on the
                     overall net income or gains of a Lender imposed in the
                     jurisdiction in which its principal office is located or
                     on the overall net income or gains of the Lender's
                     Facility Office by the jurisdiction in which that
                     Facility Office is located; or

           (c)       attributable to any penalty having been imposed by the
                     relevant central bank or other monetary authority upon
                     the affected Finance Party by virtue of its having
                     exceeded any country or sector borrowing limits or broken
                     any directives imposed upon it prior to entering into
                     this Agreement or becoming a party to it.

15.3       Regulation D Compensation

           Unless such additional interest is paid in accordance with Clause
           10.1(c) any Lender which is required by Regulation D issued by the
           Board of Governors of the Federal Reserve System of the USA to
           maintain and does maintain any reserves against "Eurocurrency
           liabilities" (as defined in such Regulation) pursuant to such
           Regulation may require any U.S. Obligor to pay, contemporaneously
           with each payment of interest on any Advance (in respect of which
           the Eurodollar Reserve Percentage applies) made to such U.S.
           Obligor for any Interest Period relative thereto, additional
           interest on the participation of such Lender in that Advance at the
           rate per annum determined from the formula (A)(i) LIBOR applicable
           to such Advance for that Interest Period divided by (ii) one minus
           the Euro-Dollar Reserve Percentage minus (B) LIBOR applicable to
           such Advance for that Interest Period. Any Lender requiring payment
           by any U.S. Obligor of such additional interest shall notify such
           U.S. Obligor and the Facility Agent at least five Business Days
           prior to the last day of each Interest Period for each relevant
           Advance of the amount due to be paid to it with respect to such
           Advance pursuant to this Clause 15.3 (certifying in that notice
           that the amount claimed does not exceed such part of the cost to
           such Lender of maintaining such reserves as in the opinion of that
           Lender should fairly and reasonably be apportioned to such
           Advance), which notice shall be final and binding in the absence of
           manifest error. No Lender shall be required to disclose in support
           of any claim hereunder any information reasonably regarded by such
           Lender as being confidential.

16.        ILLEGALITY

16.1       Illegality

           If it becomes (or any change in the interpretation, administration
           or application of any law or regulation makes it apparent that it
           is) unlawful in any applicable jurisdiction or contrary to any
           applicable regulation (if not having the force of law, being one
           which it is the practice of banks, trusts or financial institutions
           in the relevant jurisdiction to comply), for a Finance Party to
           give effect to any of its obligations as contemplated by this
           Agreement or to fund or maintain its participation in any
           Utilisation then:

           (a)       the Finance Party may notify the Obligors' Agent through
                     the Facility Agent accordingly;

           (b)       (i)       each Borrower shall forthwith or by such later
                               date as is immediately prior to the illegality
                               taking effect prepay that Finance Party's
                               participation in all Utilisations (including,
                               without limitation, any such participation by
                               virtue of Clause 5.7) made to it together with
                               all other amounts payable by it to that Finance
                               Party under this Agreement; and

                     (ii)      such Finance Party's Commitments shall be
                               cancelled and (save for its obligations under
                               Clause 5.7) the obligations of the Finance
                               Party to the Obligors hereunder shall cease;

           (c)       if the unlawfulness referred to in this Clause 16 relates
                     only to Utilisations made available to a particular
                     Borrower, under a particular Facility or in a particular
                     currency, the Borrower shall only be obliged to prepay
                     Utilisations in respect of that Borrower, Facility and/or
                     currency and the obligation of the Lenders to make
                     facilities available to that Borrower shall be cancelled
                     and discharged in each case only to the extent necessary
                     or desirable to remove, remedy or mitigate the
                     unlawfulness; and

           (d)       the affected Lender's Commitments shall not, however, be
                     cancelled if:

                     (i)       the affected Borrower makes the prepayment of
                               its Utilisations referred to in this Clause 16;
                               and

                     (ii)      any other Borrower is entitled, subject to the
                               terms of this Agreement, to make a Utilisation
                               in an amount equal to or less than the amount
                               so prepaid under the terms of this Clause 16;
                               and

                     (iii)     such affected Lender, in its opinion after
                               taking such advice as it considers appropriate
                               and consistent with its existing internal
                               credit sanction in relation to this Agreement
                               and in accordance with its usual policies,
                               could lawfully give effect to its obligations
                               as contemplated by this Agreement and fund and
                               maintain its participations in the proposed
                               Utilisations to other Borrowers.

           If this Clause 16.1(d) applies the Facility Agent and the Obligors'
           Agent, each acting in good faith, will use their reasonable
           endeavours to agree any necessary changes to this Agreement.

17.        MITIGATION

17.1       Mitigation

           If Clauses 13, 14, 15 or 16 operate in relation to any Finance
           Party to the detriment of any Borrower then, without in any way
           limiting, reducing or otherwise qualifying the obligations of the
           Obligors under Clauses 13, 14, 15 or 16, the Facility Agent or such
           Lender, as the case may be, shall upon written request from such
           Obligor, take such steps as may be reasonably practical to mitigate
           the effect of those circumstances including (without limitation)
           submitting all forms required by a national taxation authority in
           connection with the payment of gross sums under any applicable
           double tax treaty, the transfer of its Facility Office to another
           jurisdiction or the transfer and assignment of all its rights and
           obligations hereunder to another bank or financial institution,
           which is willing to participate in the Facilities in its place,
           provided that neither the Facility Agent nor the Finance Party
           concerned shall be under any obligation to submit any such forms or
           to make any such transfer or assignment and transfer to another
           bank or financial institution if, in its opinion, it would or might
           have an adverse effect upon its business, operations or financial
           condition or the management of its tax affairs or cause it to incur
           any material costs or expenses which might not be reimbursed
           pursuant to Clause 17.3 and nothing in this Clause shall require
           any Finance Party to disclose any confidential information relating
           to its business or tax affairs.

17.2       Transfer

           If Clauses 13, 14, 15 or 16 apply, the Obligors' Agent shall be
           entitled to request one or more of the other Lenders, or designate
           a replacement lender, to accept the transfer of all or a rateable
           part of the affected Finance Party's Commitments and participations
           in outstanding Utilisations in accordance with Clause 30. If one or
           more Lenders, or a replacement lender (a "willing transferee") is
           willing to accept such a transfer and comply with Clause 30 in
           respect of such transfer then, subject only to the consent of the
           Facility Agent, the affected Lender shall be obliged to transfer by
           means of a Substitution Certificate at par and against payment in
           full in cash all or such part of its rights and obligations under
           the Finance Documents (being a rateable part of its Commitment and
           its participation in outstanding Utilisations) as one or more
           willing transferees will accept.

17.3       Costs and Expenses

           Any reasonable costs and expenses incurred by any Finance Party
           pursuant to this Clause 17 shall be paid by the Obligors' Agent
           within five Business Days after receipt of a demand specifying the
           same in reasonable detail.

18.        GUARANTEE

18.1       Guarantee

           Each Guarantor irrevocably, unconditionally, jointly and severally:

           (a)       as principal obligor, and not merely as surety,
                     guarantees to each Finance Party prompt performance by
                     each other Obligor of all its obligations under the
                     Senior Finance Documents and the payment when due of all
                     sums from time to time payable by each other Obligor;

           (b)       undertakes with each Finance Party that whenever a
                     Borrower does not pay any amount when due under or in
                     connection with any Senior Finance Document, that
                     Guarantor shall forthwith on demand by the Facility Agent
                     pay that amount as if that Guarantor instead of the
                     relevant Borrower were expressed to be the principal
                     obligor; and

           (c)       indemnifies each Finance Party on demand against any loss
                     or liability suffered by such Finance Party if any
                     obligation guaranteed by that Guarantor is or becomes
                     unenforceable, invalid or illegal,

           subject in the case of any Additional Guarantor to applicable law
           and to any limitation specified in the Guarantor Accession
           Agreement by which it became a party to this Agreement.

18.2       Continuing guarantee

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

18.3       Reinstatement

(a)        Where any discharge (whether in respect of the obligations of any
           Obligor or any security for those obligations or otherwise) is made
           in whole or in part or any arrangement is made on the faith of any
           payment, security or other disposition which is avoided or must be
           restored on insolvency, liquidation or otherwise without
           limitation, the liability of each Guarantor under this Clause 18
           shall continue as if the discharge or arrangement had not occurred.

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

18.4       Waiver of defences

           The obligations of each Guarantor under this Clause 18 will not be
           affected by any act, circumstance, omission, matter or thing which,
           but for this provision, would reduce, release or prejudice any of
           its obligations under this Clause 18 or prejudice or diminish those
           obligations in whole or in part, including without limitation
           (whether or not known to it or any other Party):

           (a)       any time, indulgence or waiver granted to, or composition
                     with, any Obligor or other person;

           (b)       the taking, variation, compromise, exchange, renewal or
                     release of, or refusal or neglect to perfect, take up or
                     enforce, any rights or remedies against, or security over
                     assets of, any Obligor or other person or any
                     non-presentation or non-observance of any formality or
                     other requirement in respect of any instrument or any
                     failure to realise the full value of any security;

           (c)       any legal limitation, disability, incapacity or lack of
                     powers, authority or legal personality of or dissolution
                     or change in the members or status of any Obligor or any
                     other person;

           (d)       any variation (however fundamental and whether or not
                     involving an increase in liability of any Obligor) or
                     replacement of a Finance Document or any other document
                     or security so that references to that Finance Document
                     in this Clause 18 (Guarantee) shall include each
                     variation or replacement;

           (e)       any unenforceability, illegality, invalidity or
                     frustration of any obligation of any person under any
                     Finance Document or any other document or security or any
                     failure of any Obligor or proposed Obligor to become
                     bound by the terms of any Finance Document;

           (f)       any postponement, discharge, reduction, non-provability
                     or other similar circumstance affecting any obligation of
                     any Obligor under a Finance Document resulting from any
                     insolvency, liquidation or dissolution proceedings or
                     from any law, regulation or order,

           so that each such obligation shall, for the purposes of the
           Guarantor's obligations under this Clause 18, remain in full force
           and be construed as if there were no such act, circumstance,
           variation, omission, matter or thing.

18.5       Immediate recourse

           Each Guarantor waives any right it may have of first requiring any
           Finance Party (or any trustee or agent on its behalf) to proceed
           against or enforce any other rights or security or claim payment
           from or file any proof or claim in any insolvency proceedings of
           any person before claiming from that Guarantor under this Clause
           18.

18.6       Appropriations

           Until all amounts which may be or become payable by the Obligors
           under or in connection with the Finance Documents have been
           irrevocably paid in full, each Finance Party (or any trustee or
           agent on its behalf) may:

           (a)       refrain from applying or enforcing any other moneys,
                     security or rights held or received by that Finance Party
                     (or any trustee or agent on its behalf) in respect of
                     those amounts, or apply and enforce the same in such
                     manner and order as it sees fit (whether against those
                     amounts or otherwise) and no Guarantor shall be entitled
                     to the benefit of the same; and

           (b)       hold in an interest bearing suspense account any moneys
                     received from any Guarantor or on account of any
                     Guarantor's liability under this Clause 18.

18.7       Non-competition

           Until all amounts which may be or become payable by the Obligors
           under or in connection with the Finance Documents have been
           irrevocably paid in full, no Guarantor shall, after a claim has
           been made or by virtue of any payment or performance by it under
           this Clause 18:

           (a)       be subrogated to any rights, security or moneys held,
                     received or receivable by any Finance Party (or any
                     trustee or agent on its behalf) or be entitled to any
                     right of contribution or indemnity in respect of any
                     payment made or moneys received on account of that
                     Guarantor's liability under this Clause 18 and, to the
                     extent that any Guarantor is so subrogated or entitled by
                     law, that Guarantor (to the fullest extent permitted by
                     law) waives and agrees not to exercise or claim those
                     rights, security or money or that right of contribution
                     or indemnity;

           (b)       claim, rank, prove or vote as a creditor of any Obligor
                     or its estate in competition with any Finance Party (or
                     any trustee or agent on its behalf) unless otherwise
                     required by the Facility Agent or by law (in which case
                     any proceeds of any claim in respect of any rights,
                     security or monies of any Finance Party to which such
                     Guarantor was subrogated will be paid by such Guarantor
                     to the Facility Agent to be applied in accordance with
                     the provisions of the Senior Finance Documents); or

           (c)       receive, claim or have the benefit of any payment,
                     distribution or security from or on account of any
                     Obligor, or exercise any right of set-off as against any
                     Obligor (and without prejudice to the foregoing, each
                     Guarantor shall forthwith pay to the Facility Agent for
                     the benefit of the Finance Parties an amount equal to any
                     amount so set-off by it).

           Each Guarantor shall hold in trust for and forthwith pay or
           transfer to the Facility Agent for the Finance Parties any payment
           or distribution or benefit of security received by it contrary to
           this Clause 18.7.

18.8       Additional security

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

18.9       Limitations

           Notwithstanding any other provision of this Clause 18:

           (a)       the obligations of each U.S. Obligor in its capacity as a
                     Guarantor under this Clause 18 shall be limited to a
                     maximum aggregate amount equal to the greater of (A) two
                     thirds of the amount by which the fair saleable value of
                     the property of such Guarantor from time to time exceeds
                     the total liabilities of such Guarantor (including
                     contingent liabilities, but excluding the obligations of
                     such Guarantor hereunder) from time to time and (B) the
                     largest amount that would not render its obligations
                     hereunder subject to avoidance as a fraudulent transfer
                     or conveyance under Section 548 of Title 11 of the United
                     States Bankruptcy Code or any applicable provisions of
                     comparable state law (collectively, the "Fraudulent
                     Transfer Laws"), in each case after giving effect to all
                     other liabilities of such U.S. Obligor, contingent or
                     otherwise, that are relevant under the Fraudulent
                     Transfer Laws (specifically excluding, however, any
                     liabilities of such U.S. Obligor in respect of
                     intercompany indebtedness to the Borrowers or Affiliates
                     of the Borrowers to the extent that such indebtedness
                     would be discharged in an amount equal to the amount paid
                     by such U.S. Obligor hereunder) and after giving effect
                     as assets to the value (as determined under the
                     applicable provisions of the Fraudulent Transfer Laws) of
                     any rights to subrogation, contribution, reimbursement,
                     indemnity or similar rights of such U.S. Obligor pursuant
                     to (i) applicable law or (ii) any agreement providing for
                     an equitable allocation among such U.S. Obligor and other
                     Affiliates of the Borrowers of obligations arising under
                     guarantees by such parties;

           (b)       the obligations of any company incorporated in Canada in
                     its capacity as a Guarantor under this Clause 18 shall be
                     limited to guaranteeing only the liabilities of each
                     other Obligor (i) which is a subsidiary (as defined
                     below) of that company or (ii) of which that company is a
                     wholly owned subsidiary (as defined below). For the
                     purposes of this Clause 18.9(b) only, a company is a
                     "wholly owned subsidiary" of another company if (A) all
                     of its issued shares are held by (I) that other company,
                     (II) that other company and other bodies corporate
                     wherein that other company holds all of the shares of the
                     other bodies corporate, or (III) two or more bodies
                     corporate wherein that other company holds all of the
                     shares of such bodies corporate, or (B) it is a wholly
                     owned subsidiary of a body corporate that is a wholly
                     owned subsidiary of that other company. For the purposes
                     of this Clause 18.9(b) only a "subsidiary" of another
                     company shall be any body corporate that (A) is
                     controlled by (I) it, (II) it and other bodies corporate
                     which it also controls, or (III) two or more bodies
                     corporate each of which is controlled by it; or (B) is a
                     subsidiary of a body corporate that is its subsidiary.

19.        Additional Borrowers, GuaraNtors and Security

19.1       Additional Borrowers

(a)        If any wholly-owned Subsidiary of the Company wishes to become a
           Borrower, it and the Obligors' Agent (for itself and on behalf of
           the existing Borrowers and Guarantors) shall execute and deliver to
           the Facility Agent a duly completed Borrower Accession Agreement.

(b)        If:

           (i)       all the Lenders confirm to the Facility Agent their
                     agreement to the relevant Subsidiary becoming a Borrower;
                     or

           (ii)      in the case of a Subsidiary becoming a Borrower on or
                     prior to Closing, if such Subsidiary is specified in
                     Schedule 7 Part IV; or

           (iii)     such Subsidiary is an operating company incorporated in
                     the United States of America, Canada or England and
                     Wales,

           the Facility Agent shall execute such Borrower Accession Agreement
           for itself and on behalf of the other Finance Parties.

(c)        Subject to Clause 19.1(d), upon execution of such Borrower
           Accession Agreement by the relevant Subsidiary as Additional
           Borrower, the Obligors' Agent and the Facility Agent as aforesaid,
           such Subsidiary shall become an Additional Borrower in accordance
           with the terms hereof and thereof. If included in the Borrower
           Accession Agreement, the Additional Borrower's right to make
           Utilisations hereunder may be limited in accordance with the terms
           so included.

(d)        The obligations of the Finance Parties to such Additional Borrower
           with respect to the making of the first Utilisation to it under
           this Agreement are subject to the condition precedent that the
           Lenders shall have received in form and substance satisfactory to
           it each of the documents listed in Schedule 3 Part IV and such
           other reports, opinions and other documents relating to such
           Additional Borrower as the Facility Agent may reasonably require.

19.2       Additional Guarantors

(a)        The Obligors shall procure that, subject to any provision of law
           prohibiting the relevant person from becoming an Additional
           Guarantor:

           (i)       the companies or corporations identified in Schedule 7
                     Part III shall on or as soon as practicable after the
                     Closing Date each become an Additional Guarantor, and the
                     Company shall deliver or shall procure that there is
                     delivered to the Facility Agent all of the documents set
                     out in Schedule 3 Part III in the agreed form, and each
                     of the documents referred to in Schedule 3 Part III as
                     being certified shall be certified by a director of the
                     Obligor's Agent on behalf of the party providing that
                     document as being a true, complete and up to date copy
                     and in full force and effect as at the date such document
                     is required to be delivered and the Obligors will use all
                     reasonable endeavours to procure that such companies and
                     corporations shall become an Additional Guarantor as soon
                     as practicable after Closing;

           (ii)      any Additional Borrower (other than Dunlop Aerospace
                     Limited which shall become an Additional Guarantor as
                     soon as practicable after Closing) shall at the same time
                     become an Additional Guarantor;

           (iii)     Fasco Motors will, if on the Closing Date its gross
                     assets exceed(pound)500,000, become an Additional
                     Guarantor;

           (iv)      Dunlop Investments will become an Additional Guarantor on
                     or before Closing;

           (v)       Dutchco will, prior to the acquisition by it of any
                     assets, the commencement of trading by it or the transfer
                     to it of any assets belonging to any member of the Group
                     including, without limitation, the transfer of the entire
                     issued share capital of BTR Aerospace B.V. and/or BTR
                     Vliegwiel B.V. as contemplated in the Supplemental
                     Structure Memorandum, become an Additional Guarantor; and

           (vi)      any Material Group Subsidiary and any Subordinated
                     Borrower and if there has, in the opinion of the Majority
                     Lenders, been a material and adverse change in the
                     business, assets or financial condition of any Material
                     Group Subsidiary any other member of the Group shall
                     become, as soon as possible after being required by the
                     Facility Agent on the instructions of the Majority
                     Lenders to become, an Additional Guarantor.

           Each such company or corporation shall become an Additional
           Guarantor by (A) executing and delivering to the Facility Agent a
           Guarantor Accession Agreement (duly executed by the Obligors' Agent
           for itself and on behalf of the existing Borrowers and Guarantors)
           and (B) delivering to the Facility Agent each of the documents
           listed in Schedule 3 Part IV (or in the case of the companies and
           corporations listed in Schedule 7 Part III each of the documents
           listed in Schedule 3 Part III) and such other reports, opinions and
           documents (if any) as the Facility Agent may reasonably require in
           respect of the Additional Guarantor, in order to satisfy itself as
           to the efficacy of the Guarantor Accession Agreement each in form
           and substance reasonably satisfactory to the Facility Agent.

(b)        Where any such prohibition as is referred to above exists, each
           Obligor shall use its reasonable endeavours lawfully to overcome
           the prohibition.

19.3       Additional Security

(a)        The Obligors shall procure that (i) (A) the Security Documents
           specified in Schedule 7 Part I are executed and delivered to the
           Security Agent on or prior to the Signing Date and (B) (subject in
           the case of any member of the Target Group incorporated in England
           and Wales to any provision of law prohibiting such member of the
           Target Group from giving such security) the Security Documents
           specified in Schedule 7 Part II are executed and delivered to the
           Security Agent where identified in Schedule 7 Part II prior to
           Closing and otherwise as soon as practicable after Closing and (C)
           following the acquisition by Dunlop Aerospace Limited of the entire
           issued share capital of Dunlop Standard Aerospace (US) Inc. as
           contemplated in the Structure Memorandum, Dunlop Aerospace Limited
           will deliver to the Security Agent executed but undated stock
           transfer forms and share certificates in respect of all the shares
           in Dunlop Standard Aerospace (US) Inc. and a share charge over the
           shares of Dunlop Standard Aerospace (US) Inc. in substantially the
           same form as the share charge referred to in paragraph 2 of
           Schedule 7 Part I and (D) prior to the acquisition by Dutchco of
           any assets, the commencement of trading by Dutchco or the transfer
           to it of any assets belonging to any member of the Group, Dunlop
           Standard Aerospace Overseas Limited will deliver to the Security
           Agent a share charge over the shares of Dutchco in substantially
           the same form as the share charge referred to in paragraph 1 of
           Schedule 7 Part II under the heading "The Netherlands (Dutch Law)"
           and (E) following the acquisition by Dutchco of the entire issued
           share capital of BTR Aerospace B.V. and BTR Vliegwiel B.V. as
           contemplated in the Supplemental Structure Memorandum, Dutchco will
           deliver to the Security Agent a share charge over the shares of BTR
           Aerospace B.V. and BTR Vliegwiel B.V. in substantially the same
           form as the share charge referred to in paragraph 1 of Schedule 7
           Part II under the heading "The Netherlands (Dutch Law)", and (F)
           following the acquisition by, or issue to, Dunlop Investments of
           some or all of the issued share capital of Dutchco as contemplated
           in the Supplemental Structure Memorandum, Dunlop Investments will
           deliver to the Security Agent a share charge over the shares of
           Dutchco held by it in substantially the same form as the share
           charge referred to in paragraph 1 of Schedule 7 Part III under the
           heading "The Netherlands (Dutch Law)" and (ii) on acquiring any
           asset which is deemed by the Majority Lenders to be of material
           value, or material to the operation of the business of any Obligor,
           the Obligor acquiring such asset shall (if such asset is not, in
           the opinion of the Security Agent, subject to a charge under any
           existing Security Document and in accordance with the Agreed
           Security Principles) execute and deliver to the Security Agent such
           further or additional Security Documents in relation to such assets
           as the Majority Lenders may reasonably require in substantially the
           same terms as the Security Documents (if any) charging similar
           assets entered into at Closing, and (iii) if there has, in the
           opinion of the Majority Lenders, been a material and adverse change
           in the business, assets or financial condition of any Material
           Group Subsidiary, such Material Group Subsidiary shall execute and
           deliver to the Security Agent such further or additional Security
           Documents in such form and in relation to such of its assets as the
           Majority Lenders shall reasonably require, subject in each case to
           any provisions of law or regulation (having the force of law)
           prohibiting such person from entering into such Security Documents.

(b)        The Obligors shall procure that any entity which becomes a Material
           Group Subsidiary (other than, if it becomes a Material Group
           Subsidiary, Standard Aero (San Antonio) Inc. for so long only as
           prohibited from giving security) after Closing and any Subordinated
           Borrower shall execute and deliver to the Security Agent such
           Security Documents in relation to its assets in substantially the
           same terms as the Security Documents entered into at Closing
           subject to any provision of law prohibiting such person from
           entering into such Security Documents.

(c)        Where a wholly owned Subsidiary of the Company becomes an
           Additional Borrower pursuant to Clause 19.1(b) the Obligors shall
           procure that such Subsidiary shall execute and deliver to the
           Security Agent such Security Documents in relation to its assets in
           substantially the same terms as the Security Documents entered into
           at Closing subject to any provision of law prohibiting such person
           from entering into such Security Documents.

(d)        Where any such prohibition as is referred to above exists, the
           Obligors shall use their reasonable endeavours lawfully to overcome
           the prohibition.

(e)        The Obligors shall at their own expense execute and do all such
           assurances, acts and things as the Security Agent may reasonably
           require (subject to the Agreed Security Principles) for (i)
           perfecting or protecting the security intended to be afforded by
           the Security Documents (and shall deliver to the Security Agent
           such constitutional documents, directors and shareholders
           resolutions, title documents and other documents as the Security
           Agent may reasonably require) or (ii) facilitating the realisation
           of all or any part of the assets which are subject to the Security
           Documents and the exercise of all powers, authorities and
           discretions vested in the Security Agent or in any receiver of all
           or any part of those assets.

(f)        Dunlop Investments and Dutchco shall at their own expense
           re-execute the pledges of shares of Dutchco, BTR Aerospace B.V. and
           BTR Vliegwiel B.V. referred to in Schedule 7 Part II not more than
           once at the request of the Facility Agent following syndication of
           the Facilities.

(g)        Following the merger of Canadaco with BTR Canada Inc. and Standard
           Aero Limited, the resulting entity will, and the Company shall
           procure that any resulting entity will, if required by the Security
           Agent, execute such further or additional Security Documents as the
           Security Agent shall reasonably require in relation to such
           entity's assets in substantially the same terms as the Security
           Documents entered into at Closing.

19.4       Release of Guarantors and Security

(a)        Subject to Clause 19.4(c), at the time of completion of any sale or
           other disposal to a person or persons outside (and which will
           remain outside) the Group of all of the shares in the capital of
           any Guarantor (or of all of the shares in any other member of the
           Group such that any Guarantor ceases as a result thereof to be a
           member of the Group) and in such other circumstances (if any) as
           all the Lenders may from time to time agree in writing, such
           Guarantor shall be released from all past, present and future
           liabilities (both actual and contingent and including, without
           limitation, any liability to any other Guarantor by way of
           contribution) hereunder and under the Security Documents to which
           it is a party (other than liabilities which it has in its capacity
           as a Borrower), and the security provided over its assets under
           such Security Documents shall be released.

(b)        Subject to Clause 19.4(c), at the time of completion of any sale or
           other disposal to a person or persons outside (and which will
           remain outside) the Group of any assets owned by an Obligor over
           which security has been created by the Security Documents to which
           that Obligor is party, those assets shall be released from such
           security.

(c)        The release of the guarantees and security referred to in Clause
           19.4(a) and (b) shall only occur (save to the extent otherwise
           agreed by all the Lenders) if:

           (i)       either (1) such disposal by any member of the Group is
                     permitted in accordance with Clause 21.8 or otherwise
                     expressly by the provisions of this Agreement and will
                     not result directly or indirectly in any breach of any of
                     the terms of this Agreement, or (2) such disposal is of
                     assets (not being shares in any Obligor) of any member of
                     the Group and is approved in writing by Lenders the
                     aggregate of whose Commitments represent by value at
                     least 75 per cent. (75%) of the Total Commitments or is
                     of assets (not being shares) the Net Proceeds of which
                     are less than (pound)100,000, or (3) such disposal is
                     being effected at the request of the Majority Lenders in
                     circumstances where any of the security created by the
                     Security Documents has become enforceable, or (4) such
                     disposal is being effected by enforcement of the Security
                     Documents; and

           (ii)      if required by Clause 9.5 an amount equal to the amount
                     of the Net Proceeds arising out of such disposal will be
                     applied in prepayment of the Utilisations; and

           (iii)     any assets to be transferred to other members of the
                     Group before completion of such disposal shall have been
                     so transferred and (if so required by the Majority
                     Lenders and if a security interest existed over such
                     assets prior to transfer) security over such assets shall
                     have been granted to the Security Agent to its
                     satisfaction.

           The Security Agent shall (at the expense of the relevant Obligor)
           execute such documents effecting such release as shall be
           reasonably required to achieve such release as aforesaid (and the
           Security Agent shall execute such documents promptly upon (and only
           upon) it being satisfied that the conditions in (i), (ii) and (iii)
           above are satisfied or all the Lenders have otherwise agreed).

(d)        If any person which is a member of the Group shall cease to be such
           a member in consequence of the enforcement of any of the Security
           Documents or in consequence of a disposal of the shares therein or
           in any Holding Company of it effected at the request of the
           Majority Lenders in circumstances where any of the security created
           by the Security Documents has become enforceable, any claim which
           any Obligor may have against such person or any of its Subsidiaries
           or which that person or any of its Subsidiaries may have against
           any Obligor in or arising out of this Agreement or any of the
           Security Documents (including, without limitation, any claim by way
           of subrogation to the rights of the Agents and the Lenders under
           the Senior Finance Documents and any claim by way of contribution
           or indemnity) shall be released automatically and immediately upon
           such person ceasing to be a member of the Group.

20.        REPRESENTATIONS AND WARRANTIES

20.1       Representations and warranties

           Each Obligor makes the representations and warranties set out in
           this Clause 20 to each Finance Party (in the case of an Obligor
           which is not the Company, in respect of itself and (where required)
           its Subsidiaries only). The representations and warranties in
           Clauses 20.1(h) - 20.1(k) (in each case inclusive), (m), (n) and
           (s) shall be subject to any matter fairly and adequately disclosed
           to the Finance Parties in the Disclosure Letter.

           (a) Status:

                     (i)       It is, and each Subsidiary of it is or, in the
                               case of Dutchco, will be, shortly after
                               Closing, a limited liability company (or in the
                               case of Dutchco a limited liability
                               partnership), duly incorporated and validly
                               existing under the laws of the jurisdiction of
                               its incorporation, with the power to own its
                               assets and carry on its business in all
                               material respects as it is being conducted; and

                     (ii)      on or prior to the Closing Date no
                               administrator, receiver, liquidator, custodian,
                               trustee or similar official has been appointed
                               with respect to it or any of its assets who has
                               not been released or discharged from such
                               appointment and no petition or proceeding for
                               such an appointment is pending.

           (b)       Powers and authority: It has the power to enter into, and
                     has taken all necessary action to authorise the entry
                     into and delivery by it of, the Transaction Documents to
                     which it is or will be a party and the transactions
                     contemplated by those Transaction Documents.

           (c)       Legal validity: Subject to the Reservations, each
                     Transaction Document to which it is or will be a party
                     constitutes, or when executed in accordance with its
                     terms will constitute, its legal, valid and binding
                     obligation and no limit on its powers will be exceeded as
                     a result of the borrowings, grant of security or giving
                     of guarantees contemplated by the Transaction Documents
                     to which it is a party.

           (d)       Non-conflict: The entry into and performance by it of,
                     and the transactions contemplated by, the Transaction
                     Documents do not and will not:

                     (i)       conflict in any material respect with any law
                               or judicial or official regulation applicable
                               to it; or

                     (ii)      conflict with its constitutional documents; or

                     (iii)     conflict in any respect with, or entitle any
                               third party to terminate, any agreement or
                               document which is binding upon it, any other
                               member of the Group or any asset of any member
                               of the Group in a manner or to an extent which
                               might have a Material Adverse Effect or would
                               or would be reasonably likely to have a
                               material adverse effect on the business, assets
                               or financial condition of the Company, any
                               Borrower or any Material Group Subsidiary or in
                               a manner or to an extent which could result in
                               any liability on the part of any Finance Party
                               to any third party.

           (e) No default:

                     (i)       No Default is outstanding or is reasonably
                               likely to result from the making of any
                               Utilisation; and

                     (ii)      no other event is outstanding which constitutes
                               (or, with the giving of notice, lapse of time,
                               determination of materiality or the fulfilment
                               of any other applicable condition, will
                               constitute) a default under any agreement or
                               document which is binding on any member of the
                               Group or any asset of any member of the Group,
                               which event or default or any action which any
                               third party is entitled to take following any
                               such event or default would have a Material
                               Adverse Effect.

           (f)       Authorisations: All authorisations required by any
                     Obligor in connection with the entry into, performance,
                     validity and enforceability of, and the transactions
                     contemplated by, the Transaction Documents have been
                     obtained or effected (as appropriate) and are in full
                     force and effect, save for any filings, applications and
                     registrations to the extent that the Company has notified
                     the Facility Agent in writing prior to the Signing Date
                     that they can only be obtained after Closing or where the
                     failure to obtain such authorisation could not reasonably
                     be expected to have a material impact either on the
                     business, assets or financial condition of any Obligor or
                     the Finance Parties or on the validity or enforceability
                     of the Transaction Documents.

           (g) Accounts:

                     (i)       Its Accounts most recently delivered to the
                               Facility Agent (if audited) present a true and
                               fair view of or (if unaudited) fairly present
                               its and (if consolidated) its Subsidiaries
                               consolidated financial condition as at the date
                               to which they were drawn up, subject in the
                               case of quarterly and monthly Accounts to
                               normal year end adjustments.

                     (ii)      All forecasts and projections delivered to the
                               Facility Agent pursuant to Clause 21.3 were
                               arrived at after careful consideration, were
                               fair and were based on reasonable grounds and
                               as at the date of such delivery were not to the
                               Company's knowledge misleading in any material
                               respect.

           (h)       Litigation and Labour Disputes: No litigation,
                     arbitration, administrative or regulatory proceedings are
                     current or, to its knowledge, pending or threatened,
                     which are reasonably likely to be adversely determined to
                     it, and which would, if so determined, have a Material
                     Adverse Effect. No labour disputes are current or, to its
                     knowledge, threatened which would have a Material Adverse
                     Effect.

           (i)       Tax liabilities: No claims are being or are reasonably
                     likely to be asserted against any member of the Group
                     with respect to Taxes which are reasonably likely to be
                     determined adversely to such member of the Group and
                     which, if so adversely determined, would have a Material
                     Adverse Effect. It is not overdue in the filing of any
                     Tax returns to an extent which would have a Material
                     Adverse Effect.

           (j)       Information Package and Reports:

                     (i)       All material factual information contained in
                               the Information Package was true or, in the
                               case of information provided by any person
                               other than the Company or its advisers, was to
                               its knowledge true in all material respects at
                               the date (if any) ascribed thereto in the
                               Information Package or (if none) at the date of
                               the relevant component of the Information
                               Package.

                     (ii)      All expressions of opinion or intention and all
                               forecasts and projections contained in the
                               Information Package were arrived at after
                               careful consideration, were fair and were based
                               on reasonable grounds. The forecasts and
                               projections contained in the Business Plan are
                               reasonable and are believed by the Executives
                               to be attainable.

                     (iii)     The Information Package as of its date (or the
                               relevant component thereof) was not misleading
                               in any material respect and did not omit to
                               disclose any matter failure to disclose which
                               would result in any information contained in
                               the Information Package being misleading in any
                               material respect in the context of this
                               Agreement.

                     (iv)      To the Company's knowledge as at the Signing
                               Date :

                               (A)        all material factual information
                                          furnished to each of the firms which
                                          prepared a Report and contained or
                                          referred to therein was true at the
                                          date (if any) ascribed thereto or
                                          (if none) on the date of the
                                          relevant Report;

                               (B)        none of the Reports is misleading;

                               (C)        all expressions of opinion or
                                          intention given by or on behalf of
                                          any member of the Group and all
                                          forecasts and projections furnished
                                          by any member of the Group to each
                                          such firm and contained or referred
                                          to in their respective Reports were
                                          arrived at after careful
                                          consideration, were fair and were
                                          based on reasonable grounds;

                               (D)        such Reports do not omit any
                                          information which would make any
                                          material information, forecasts or
                                          projections in the Reports (or any
                                          of them) misleading;

                               (E)        nothing has occurred or come to
                                          light which renders any of the
                                          material factual information,
                                          expressions of opinion or intention,
                                          projections or conclusions contained
                                          in the Information Package or any of
                                          the Reports, as the case may be,
                                          inaccurate or misleading (or in the
                                          case of expressions of opinion,
                                          conclusions or projections, other
                                          than fair and reasonable),

                               in each case, in any material respect (or in
                               the case of (A) or (C) above in all material
                               respects) in the overall context of the
                               Acquired Assets, the Group and the transactions
                               contemplated hereby or which would be
                               reasonably likely, if disclosed, to adversely
                               affect the decision of a person (including the
                               Original Lenders) considering whether to enter
                               into this Agreement.

           (k) Base Financial Statements:

                     The Base Financial Statements have been prepared in the
                     manner described in the Accountants Report using
                     accounting principles and practices described therein
                     consistently applied and fairly present the aggregated
                     position of the Target Group as at the date to which the
                     same were prepared and changes in financial position
                     during the period for which they were prepared (save to
                     the extent that, if the Base Financial Statements do not
                     so fairly present the aggregated position of the Target
                     Group the manner or extent to which it fails to do so
                     would not, if disclosed, be reasonably likely adversely
                     to affect the decision of a person (including the
                     Original Lenders) considering whether to become a Lender
                     under this Agreement) and the Base Financial Statements
                     do not consolidate or include the results of any company,
                     business or partnership whose business at the Closing
                     Date is not part of the Acquired Assets.

           (l) Documents:

                     (i)       The documents delivered to the Agents (or any
                               of them) by or on behalf of any Obligor on or
                               before Closing pursuant to Clause 4.1 and any
                               other provision of the Finance Documents were
                               genuine and in the case of copy documents, were
                               true, complete and accurate copies in all
                               material respects, of originals which on the
                               Closing Date had not been amended, varied,
                               supplemented or superseded in any way which
                               would be likely materially and adversely to
                               affect the interests of the Lenders under the
                               Senior Finance Documents.

                     (ii)      The documents delivered to the Agents (or any
                               of them) after the Closing Date by or on behalf
                               of any Obligor pursuant to Clauses 19.1, 19.2,
                               19.3 and any other provision of the Finance
                               Documents were when delivered genuine and in
                               the case of copy documents, were true, complete
                               and accurate copies in all material respects,
                               of originals which had not been amended,
                               varied, supplemented or superseded in any way
                               which would be likely materially and adversely
                               to affect the interests of the Lenders under
                               the Senior Finance Documents.

                     (iii)     The Acquisition Agreements, as furnished to the
                               Facility Agent pursuant to Clause 4.1, contain
                               all the material terms of the Acquisition. The
                               Shareholders Agreement and the articles of the
                               Company, contain all the material terms of the
                               agreements and arrangements between the
                               Investors and the Company (or any other member
                               of the Group).

           (m)       Intellectual Property Rights:

                     (i)       It and each of its Subsidiaries owns or has
                               licensed to it all the Intellectual Property
                               Rights which are material in the context of the
                               business of any Material Group Subsidiary and
                               which are required by such Material Group
                               Subsidiary in order for it to carry on its
                               business in all material respects as it is
                               being conducted and as contemplated in the
                               Business Plan; and

                     (ii)      it and each of its Subsidiaries has taken all
                               actions (including payment of fees) required to
                               maintain in full force and effect any such
                               registered Intellectual Property Rights
                               referred to in paragraph (i) above owned by it.

           (n)       Environmental Matters:

                     (i)       It and its Subsidiaries have obtained all
                               material Environmental Licences required for
                               the carrying on of its business as currently
                               conducted and have at all times complied with
                               (A) the terms and conditions of such
                               Environmental Licences and (B) all other
                               applicable Environmental Laws which, in each
                               case, if not complied with would have a
                               Material Adverse Effect or an effect which is,
                               or is reasonably likely to be, materially
                               adverse to the business, assets or financial
                               condition of any Material Group Subsidiary.
                               There are to its knowledge no circumstances
                               which may prevent or interfere with such
                               compliance in the future.

                     (ii)      There is no Environmental Claim current or, to
                               its knowledge, pending or threatened, and there
                               are no past or present acts, omissions, events
                               or circumstances that would be reasonably
                               likely to form the basis of any Environmental
                               Claim (including, without limitation, any
                               arising out of the generation, storage,
                               transport, disposal or release of any Dangerous
                               Substance), against any Obligor which if
                               adversely determined would have a Material
                               Adverse Effect or an effect which is, or is
                               reasonably likely to be, materially adverse to
                               the business, assets or financial condition of
                               any Material Group Subsidiary.

           (o)       Representations to the Company: As at the Signing Date
                     the Company has no reason to believe that any of the
                     representations and warranties (as qualified by any
                     related disclosure letter) by the Vendors in the
                     Acquisition Agreements and/or by the Executives in the
                     Shareholders Agreement are untrue or inaccurate in any
                     material respect.

           (p)       Newcos: Save as arises under the Transaction Documents
                     and save also for Acquisition Costs, before Closing none
                     of the Newcos has traded or has any material liabilities
                     or commitments (actual or contingent, present or future).

           (q)       Structure Memorandum:

                     (i)       The Structure Memorandum contains descriptions
                               which in all material respects are true,
                               complete and correct of the corporate ownership
                               structure (legal and beneficial) of the Group
                               (including details of any minority
                               shareholdings held by any person who is not a
                               member of the Group and details of all
                               partnerships in which any member of the Group
                               has an interest) showing each Subsidiary and
                               all inter-company loans of more than
                               (pound)1,000,000 (or its equivalent in other
                               currencies) as they will be immediately after
                               Closing.

                     (ii)      There are no re-organisational steps
                               contemplated at or within 3 months after the
                               Closing Date (including, without limitation,
                               significant transfers of business or assets
                               from one member of the Group to another) nor
                               any inter-company loans between members of the
                               Group of more than (pound)1,000,000 (or its
                               equivalent in other currencies) which are not
                               described in the Structure Memorandum which
                               might have a material adverse effect on the
                               Lenders' interests under the Senior Finance
                               Documents.

           (r)       Acquired Assets: Immediately upon Closing each member of
                     the Group which is contemplated as acquiring shares
                     pursuant to the Sale and Purchase Agreements will become
                     the beneficial owner (or owner as the case may be) of
                     such shares and will be entitled forthwith (subject to
                     the payment of any necessary stamp or transfer taxes
                     (which the Company undertakes to pay or procure the
                     payment of promptly after Closing)) to become the legal
                     registered owner of such shares free from all
                     Encumbrances, claims and competing interests whatsoever
                     save as expressly permitted under the Senior Finance
                     Documents.

           (s)       Ownership of assets: Save to the extent disposed of
                     without breaching the terms of any of the Senior Finance
                     Documents, with effect from and after Closing, each
                     Material Group Subsidiary has good and marketable title
                     (save as disclosed in the Certificates of Title) to or
                     valid leases or licences of or is otherwise entitled to
                     use and permit other members of the Group to use all
                     material assets necessary to conduct the business
                     conducted by it at Closing and Serck Aviation Limited has
                     good and marketable title to or valid leases or licences
                     of or is otherwise entitled to use all material assets
                     necessary to conduct the Serck Business (as defined in
                     the UK Sale and Purchase Agreement).

           (t)       Security Documents:

                     (i)       It is the legal and beneficial owner (or owner,
                               as the case may be) of the shares of each of
                               the Material Group Subsidiaries which it
                               purports to charge pursuant to any of the
                               Security Documents. The shares charged (or
                               purported to be charged) by it pursuant to the
                               Security Documents are all fully paid and
                               non-assessable, are charged by way of first
                               ranking charge and are not subject to any
                               option to purchase or similar rights and,
                               represent all of the issued share capital of
                               the relevant company; and

                     (ii)      save as disclosed in the Certificates of Title
                               it is the legal and beneficial owner of the Key
                               Properties; and

                     (iii)     it is the legal and beneficial owner (or owner,
                               as the case may be) of the property (other than
                               shares) which it charges or purports to charge
                               pursuant to any of the Security Documents save
                               to the extent that if it does not so legally
                               and beneficially own such property it would not
                               be reasonably likely materially and adversely
                               to effect the legality, validity or
                               enforceability (including enforceability
                               against any third party) of the security taken
                               as a whole (but excluding share security) given
                               or purported to be given by members of the
                               Group forming an Operating Division under the
                               Security Documents.


           (u) ERISA:

                     (i)       No act, omission or transaction has occurred
                               which will result in the imposition on any U.S.
                               Obligor or any ERISA Affiliate (whether
                               directly or indirectly) of:

                               (1)       either a civil penalty assessed
                                         pursuant to section 502(i) of ERISA
                                         or a tax imposed by section 4975 of
                                         the IRC;

                               (2)       breach of fiduciary duty liability
                                         damages,

                               which would in any such case have a Material
                               Adverse Effect.

                     (ii)      No Reportable Event has occurred, is planned or
                               is reasonably expected to occur with respect to
                               any Pension Plan and no condition or event
                               currently exists or currently is expected to
                               occur that could result in any such Reportable
                               Event. No amendment with respect to which
                               security is required under Section 401(a)(29)
                               of the IRC or Section 307 of ERISA has been
                               made or is reasonably expected to be made to
                               any Pension Plan. No Pension Plan has incurred
                               any "accumulated funding deficiency" (within
                               the meaning of Section 302 of ERISA or Section
                               412 of the IRC), whether or not waived.

                     (iii)     Payment has been made of all amounts which any
                               U.S. Obligor or any ERISA Affiliate is required
                               under the terms of each Plan or applicable law
                               to have paid as contributions to such Plan
                               which failure to pay would have a Material
                               Adverse Effect.

                     (iv)      Each U.S. Obligor and each ERISA Affiliate are
                               in compliance in all material respects with the
                               presently applicable provisions of ERISA, the
                               IRC, its terms, and all other applicable laws,
                               rules and regulations with respect to each
                               Plan.

                     (v)       Neither any U.S. Obligor nor any ERISA
                               Affiliate has at any time maintained,
                               contributed to or been obliged to contribute to
                               any Multiemployer Plan or Pension Plan which,
                               upon the complete or partial withdrawal of the
                               U.S. Obligor or any ERISA Affiliate from such
                               Multiemployer Plan or the termination of such
                               Pension Plan, respectively, individually or in
                               the aggregate, could result in the imposition
                               of complete or partial withdrawal liability or
                               other liability respectively, which would have
                               a Material Adverse Effect.

                     (vi)      There are no actions, suits or claims pending
                               (other than routine claims for benefit) against
                               any Plan or the assets of any such Plan which
                               could result in a Material Adverse Effect.

           (v)       Investment Company Status: Each U.S. Obligor is either
                     (i) not an "investment company" or an "affiliated person"
                     of, or "promoter" or "principal underwriter" for an
                     "investment company" in each case within the meaning of
                     the United States Investment Company Act of 1940, as
                     amended or (ii) is exempt from all provisions of such
                     Act, as amended.

           (w)       Solvency of U.S. Obligors: At the date of this Agreement
                     or, if later, the date it became an Additional Guarantor,
                     each U.S. Obligor is, and immediately after consummation
                     of the transactions contemplated to occur under this
                     Agreement and the other Transaction Documents and after
                     giving effect to all obligations incurred and
                     Encumbrances created by such U.S. Obligor in connection
                     herewith and therewith will be, Solvent. No Obligor is
                     entering into this Agreement or any other Transaction
                     Document or the transactions contemplated hereby with
                     actual intent to hinder, delay or defraud either present
                     or future creditors.

                     As used in this Agreement, "Solvent" means, with respect
                     to any U.S. Obligor on a particular date, that on such
                     date (i) the fair value of the assets of such U.S.
                     Obligor is greater than the total amount of liabilities,
                     including, without limitation, subordinated and
                     contingent liabilities, of such U.S. Obligor, (ii) the
                     amount that will be required to pay the probable
                     liabilities of such U.S. Obligor on its debts as they
                     become absolute and matured will not be greater than the
                     fair saleable value of the property of such U.S. Obligor
                     at such time, (iii) such U.S. Obligor is able to realise
                     upon its assets and pay its debts and other liabilities,
                     contingent obligations and other commitments as they
                     mature in the normal course of business, (iv) such U.S.
                     Obligor does not intend to, and does not believe that it
                     will, incur debts or liabilities beyond such U.S.
                     Obligor's ability to pay as such debts and liabilities
                     become absolute and mature, and (v) such U.S. Obligor is
                     not engaged in a business or a transaction, and is not
                     about to engage in a business or a transaction, for which
                     such U.S. Obligor's property would constitute
                     unreasonably small capital with which to conduct the
                     businesses in which it is engaged. In computing the
                     amount of any contingent liability at any time, it is
                     intended that such liability will be computed at the
                     amount which, in light of all the facts and circumstances
                     existing at such time, represents the amount that might
                     reasonably be expected to become an actual or matured
                     liability and taking into account the value of rights of
                     contribution, reimbursement and subrogation which such
                     U.S. Obligor might reasonably be expected to realise in
                     respect thereof.

           (x) Computer reprogramming and testing:

                     (a)       Any reprogramming required to permit the proper
                               functioning at all times following 1st January,
                               2000 of:

                               (i)        the computer systems of each member
                                          of the Group; and

                               (ii)       equipment of each member of the
                                          Group containing embedded microchips
                                          (including systems and equipment
                                          supplied by others or which that
                                          member's systems interface),

                               and the testing of all such systems and
                               equipment, as so reprogrammed, will be
                               completed by 30th June, 1999 except where
                               failure to do so would not have a Material
                               Adverse Effect.

                     (b)       The cost to the Group of such reprogramming and
                               testing and of the reasonably foreseeable
                               consequences of the advent of the year 2000 to
                               the Group (including, without limitation,
                               reprogramming errors and the failure of others'
                               systems or equipment) will not result in a
                               Default or a Material Adverse Effect.

20.2       Times for making representations and warranties

           The representations and warranties set out in Clause 20.1:

           (a)       (i)       in the case of an Obligor which is a Party on
                               the Signing Date are made by that Obligor on
                               the Signing Date, on the date of delivery of
                               the first Request and on the Closing Date; and

                     (ii)      in the case of an Obligor which becomes a Party
                               after the Signing Date will be deemed to be
                               made by that Obligor on the date it executes a
                               Borrower Accession Agreement or Guarantor
                               Accession Agreement (with the exception of
                               Clauses (e)(i), (j), (k), (o), (p), (q) and
                               (r)); and

           (b)       (with the exception of Clauses 20.1(a)(ii), (e)(i), (f),
                     (k), (l)(i), (o), (p), (q), (r) and (s) are in addition
                     deemed to be repeated after the Closing Date by each
                     Obligor on the date of each Request, each Utilisation
                     Date and on each Interest Date with reference to the
                     facts and circumstances then existing, provided that the
                     representation and warranty set out in Clause 20.1(j)(i),
                     (ii) and (iii) shall be repeated only at the request of
                     the Facility Agent from time to time, provided that the
                     Facility Agent will notify the Obligors' Agents in
                     writing at least two weeks before it wishes the
                     representation to be repeated, the Obligors' Agent may
                     make further written disclosures in respect of the
                     repetition of the representation in Clause 20.1(j)(i),
                     (ii) and (iii) and the representation shall not be
                     repeated after the end of the period of six months from
                     the Closing Date.

21.        UNDERTAKINGS

21.1       Duration

           The undertakings in this Clause 21 remain in force from the date of
           this Agreement for so long as any amount is or may be outstanding
           under this Agreement or any Commitment is in force.

21.2       Financial Information

           The Company shall supply to the Facility Agent in sufficient copies
           for each of the Lenders:

           (a)       as soon as the same are available (and in any event
                     within 120 days of the end of each of its financial
                     years):

                     (i)       the audited consolidated accounts of the Group
                               for that financial year; and

                     (ii)      (if prepared separately) the audited accounts
                               of each Borrower and (if requested by the
                               Facility Agent) each other Obligor
                               (consolidated in the case of an Obligor with
                               Subsidiaries) for that financial year;

           (b)       as soon as available (and in any event within 45 days)
                     after the end of each consecutive three month period
                     ending on an Accounting Date, the unaudited consolidated
                     management accounts of (i) the Group and (ii) each
                     Operating Division, for that three month period in a form
                     and showing the detailed information provided for in the
                     Proforma Accounts (including at least a consolidated
                     profit and loss statement, balance sheet and cash flow
                     statement), together with a written report of the Chief
                     Financial Officer explaining any material variances
                     against the budget for that period;

           (c)       as soon as available (and in any event within 30 days)
                     after the end of each calendar month, the unaudited
                     consolidated management accounts of (i) the Group and
                     (ii) each Operating Division, for that month in a form
                     and showing the detailed information provided for in the
                     Proforma Accounts (including at least a consolidated
                     profit and loss statement, balance sheet and cash flow
                     statement), together with a written report of the Chief
                     Financial Officer explaining any material variances
                     against the budget for that period;

           (d)       (i)       together with the Accounts specified in
                               paragraph (a)(i) above:

                               (A)        a certificate signed by the Auditors
                                          (I) setting out in reasonable detail
                                          computations establishing compliance
                                          or otherwise with Clause 22.2, (II)
                                          setting out in reasonable details
                                          computations establishing the
                                          applicable Margin (as contemplated
                                          in Clause 10.4) and the Excess Cash
                                          Capex Amount, and (III) stating that
                                          the Auditors did not in the course
                                          of their audit discover any Event of
                                          Default under Clause 23.1 which they
                                          knew to be an Event of Default under
                                          Clause 23.1 or, if they did,
                                          describing the same;

                               (B)        a certificate signed by two
                                          directors of the Company (one of
                                          whom shall be the Chief Financial
                                          Officer) (I) listing the Material
                                          Group Subsidiaries as at the end of
                                          such annual Accounting Period, (II)
                                          confirming that all premiums
                                          required to be paid to keep the
                                          insurance policies required pursuant
                                          to Clause 21.21 in place for the
                                          next annual Accounting Period have
                                          been paid, (III) detailing the loans
                                          or other investments in Joint
                                          Ventures the proceeds of which are
                                          to be used to fund the working
                                          capital requirements of such Joint
                                          Venture, and (IV) stating that as at
                                          the date of such certificate no
                                          Default has occurred and is then
                                          continuing or providing details of
                                          any such Default and of the remedial
                                          action proposed to be taken; and

                     (ii)      together with the Accounts specified in
                               paragraph (b) above, a certificate signed by
                               two directors (one of whom shall be the Chief
                               Financial Officer) setting out in reasonable
                               detail computations establishing (I) compliance
                               with Clause 22.2 as at the date to which those
                               Accounts were drawn-up, (II) the applicable
                               Margin (as contemplated in Clause 10.4), (III)
                               detailing the loans or other investments in
                               Joint Ventures the proceeds of which are to be
                               used to fund the working capital requirements
                               of such Joint Venture, and (IV) stating that as
                               at the date of the certificate no Default is
                               outstanding or, if there is an outstanding
                               Default, providing details of the same and of
                               any proposed remedial action.

21.3       Projections

(a)        The Company shall furnish to the Facility Agent in sufficient
           copies for each of the Lenders:

           (i)       not later than the start of each financial year, a budget
                     showing a projected consolidated balance sheet as at the
                     end of each quarterly Accounting Period during such
                     financial year, profit and loss account, monthly Capital
                     Expenditure forecast, cash flow statement and rolling
                     monthly cash forecast of the Group (broken down by
                     Operating Division) for such financial year and a report
                     on business strategy together with details of the
                     principal assumptions underlying such projections
                     (including assumed disposals or acquisitions) all as
                     approved by the Company's board of directors; and

           (ii)      if the budget for the Group for an annual Accounting
                     Period is revised during such annual Accounting Period,
                     promptly an updated set of financial projections for the
                     remainder of such annual Accounting Period,

           in each case in a format consistent with the Business Plan and the
           Proforma Accounts and prepared in accordance with the Applicable
           Accounting Principles.

(b)        At least once in every financial year the directors of the Company
           will, if requested by the Facility Agent (on the instructions of
           the Majority Lenders), give a presentation to the Lenders, at a
           time and venue agreed with the Facility Agent (or otherwise as
           specified by the Facility Agent by not less than 10 Business Days'
           notice and in London), about the ongoing business and financial
           performance of the Group and about such other matters relating to
           the ongoing business and financial performance of the Group as any
           of the Lenders may reasonably request.

21.4       Notifications

           The Company shall furnish or procure that there shall be furnished
           to the Facility Agent in sufficient copies for each of the Lenders:

           (a)       promptly, documents required to be despatched by the
                     Company to its shareholders generally (or any class of
                     them) in their capacity as such and all documents
                     relating to the financial obligations of any Obligor
                     despatched by or on behalf of any Obligor to its
                     creditors generally (in their capacity as creditors) and
                     all documents (not being of a purely routine or
                     administrative nature and to the extent not already
                     provided to the Facility Agent pursuant to this
                     Agreement) despatched by or on behalf of any Obligor to
                     the facility agent under the Subordinated Finance
                     Documents or to the bond trustee under any bonds or notes
                     issued by the Subordinated Borrower;

           (b)       promptly upon being notified of the same, details of all
                     transfers of more than five per cent. (5%) of any class
                     of shares in the Company's capital;

           (c)       on request from the Facility Agent (to be given not more
                     often than once a year unless an Event of Default under
                     Clause 23.1 is then outstanding or the Facility Agent has
                     reasonable grounds for believing that there have been
                     changes since the furnishing of the last such copy), an
                     up to date copy of the shareholders register of the
                     Company;

           (d)       as soon as the same are instituted or, to its knowledge,
                     threatened, details of any litigation, arbitration or
                     administrative proceedings involving any Group member
                     which, if adversely determined would have a Material
                     Adverse Effect or which would involve potential or
                     alleged liability in excess of (pound)5,000,000 (or its
                     equivalent in other currencies);

           (e)       as soon as the same are delivered or received (i),
                     reasonable details of all warranty and indemnity claims,
                     and of any alleged breach involving liability or
                     potential liability, in excess of (pound)5,000,000 (or
                     its equivalent in other currencies) made by or against
                     any member of the Group pursuant to the Acquisition
                     Agreements and (ii) details of any post closing
                     adjustment or other payment required to be made by the
                     Vendors to the Company (or any of its subsidiaries) or by
                     the Company (or any of its Subsidiaries) to the Vendors
                     under the Sale and Purchase Agreements;

           (f)       promptly, such further information regarding its
                     financial condition, business and assets and that of the
                     Group and/or any member thereof (including any requested
                     amplification or explanation of any item in any Accounts,
                     forecast, projections or other material provided by any
                     Obligor hereunder) as the Facility Agent (on behalf of
                     the Lenders or any of them) may reasonably request from
                     time to time;

           (g)       promptly, upon any member of the Group becoming an
                     Insolvent Group Member, details of the occurrence of any
                     such event together with a certificate signed by a
                     director of the Company specifying the gross assets and
                     latest annual pre-tax profits and turnover of such
                     Insolvent Group Member;

           (h)       promptly if requested by the Facility Agent, a copy of
                     the Service Contracts;

           (i)       written details of any Default forthwith upon becoming
                     aware of the same, and of all remedial steps being taken
                     and proposed to be taken in respect of that Default and,
                     promptly after being requested by the Facility Agent, a
                     certificate signed by a director of the Company
                     confirming that there is no outstanding Default or, if
                     there is, giving details of the same; and

           (j)       promptly on receipt, copies of any Group Account Returns
                     of members of the Target Group received either in the
                     period before Closing or in the period before the first
                     monthly consolidated Accounts of the Group are delivered
                     to the Facility Agent under Clause 21.2(c) after Closing.

21.5       Accounts and Accounting Dates

           The Company will ensure that:

           (a)       each annual Accounting Period and each quarterly
                     Accounting Period of the Group ends on an Accounting
                     Date;

           (b)       each of the annual Accounting Periods (and each financial
                     year) of it and each Obligor ends on 31st December; and

           (c)       all Accounts are prepared in accordance with the
                     Applicable Accounting Principles or where any Accounts
                     have been prepared in any respect so as to depart
                     materially from the Applicable Accounting Principles the
                     Company shall provide to the Facility Agent (in
                     sufficient copies for each of the Lenders) a written
                     explanation (and calculations in reasonable detail)
                     prepared or confirmed by the Auditors of the effect of
                     such departure on the financial covenants in Clause 22
                     and the definitions referred to therein. The Facility
                     Agent (acting on the instructions of the Majority
                     Lenders) may instruct the Auditors to check, at the cost
                     of the Company, any such calculations where the Facility
                     Agent has reasonable grounds for believing that they may
                     be inaccurate. If the Majority Lenders approve any such
                     departure it shall become part of the Applicable
                     Accounting Principles.

21.6       Negative Pledge

           No Obligor will, and each Obligor will procure that no member of
           the Group will, create or permit to subsist any Encumbrance on the
           whole or any part of its respective present or future business,
           assets or undertaking except for the following:

           (a)       Encumbrances constituted or evidenced by the Security
                     Documents;

           (b)       Encumbrances expressly permitted in writing by the
                     Majority Lenders, provided that the principal amount of
                     the indebtedness secured by such Encumbrances shall not
                     at any time be increased beyond the amount expressly so
                     permitted;

           (c)       Encumbrances arising by operation of law (or by agreement
                     to the same effect) in the ordinary course of business
                     and not as a result of any default or omission on the
                     part of any member of the Group;

           (d)       Encumbrances over goods and documents of title to goods
                     arising in the ordinary course of letter of credit
                     transactions entered into in the ordinary course of
                     trade;

           (e)       Encumbrances over credit balances on bank accounts of
                     members of the Group with Approved Banks together created
                     in order to facilitate the operation of such bank
                     accounts and other bank accounts of such members of the
                     Group with such Approved Banks on a net balance basis
                     with credit balances and debit balances on the various
                     accounts being netted off for interest purposes;

           (f)       Encumbrances over assets acquired after the Closing Date
                     and existing at the date of their acquisition but not
                     created in contemplation of their acquisition, provided
                     that (A) the principal amount secured by any such
                     Encumbrance shall not be increased beyond the amount
                     secured thereby at the date of such acquisition and (B)
                     such Encumbrances are released and discharged within
                     three months after such acquisition;

           (g)       Encumbrances arising automatically by operation of law in
                     favour of any governmental authority in respect of Taxes
                     or governmental charges in an aggregate amount not
                     exceeding (pound)1,000,000 (or its equivalent in other
                     currencies) which are being contested by the relevant
                     member of the Group in good faith diligently pursued
                     provided that an appropriate reserve or provision has
                     been made in the Accounts of the Group;

           (h)       Encumbrances which may be constituted by retention of
                     title arrangements entered into (A) in the ordinary
                     course of trading or (B) with the vendors of stock or raw
                     materials over stock and/or raw materials purchased in
                     the ordinary course of trading;

           (i)       Encumbrances over the asset financed or acquired created
                     by any finance lease, hire purchase agreements and
                     conditional sale agreements which are entered into
                     primarily as a method of raising finance or financing the
                     acquisition (as the case may be) of any vehicles,
                     machinery, plant or equipment provided that such finance
                     lease or agreement is permitted by Clause 21.11; or

           (j)       Encumbrances (not being over the shares of any member of
                     the Group) not otherwise permitted pursuant to paragraphs
                     (a)-(i) (inclusive) above together securing indebtedness
                     in an aggregate principal amount not exceeding
                     (pound)7,500,000 (or its equivalent in other currencies),
                     provided that Encumbrances over the assets of members of
                     the Group incorporated or established in the United
                     Kingdom, Canada or the United States of America (or any
                     part thereof) may not secure indebtedness in an aggregate
                     principal amount (for all such members of the Group)
                     exceeding (pound)2,500,000 (or its equivalent in other
                     currencies).

21.7       Transactions similar to security

           No Obligor will, and each Obligor will procure that no member of
           the Group will:

           (a)       sell, transfer or otherwise dispose of:

                     (i)       any of its assets on terms whereby such asset
                               is or it is contemplated may be leased to or
                               re-acquired or acquired by any member of the
                               Group other than where the asset to be sold,
                               transferred or disposed of is not subject to
                               any fixed or similar security pursuant to the
                               Security Documents or for the sale and
                               leaseback of aircraft engines by members of the
                               Group and where in any such case the lease is
                               permitted under Clause 21.11; or

                     (ii)      any of its receivables on recourse terms except
                               for the discounting of bills and notes in the
                               ordinary course of business where the resulting
                               Borrowing is permitted by Clause 21.10; or

           (b)       except for assets acquired in the normal course of
                     trading purchase any asset on terms providing for a
                     retention of title by the vendor or on conditional sale
                     terms or on terms having a like substantive effect to any
                     of the foregoing.

21.8       Disposals

           No Obligor will, and each Obligor will procure that no member of
           the Group will, (save as expressly provided for in the Structure
           Memorandum) either in a single transaction or in a series of
           transactions, sell, transfer, lease, licence or otherwise dispose
           of:

           (a)       any shares in any member of the Group save where such
                     disposal has been approved by the Majority Lenders and
                     the Net Proceeds are applied in accordance with Clause
                     9.5; or

           (b)       all or any part of its respective assets or undertaking
                     (not being shares in a member of the Group), other than:

                     (i)       (A) disposals of trading assets or (B) the
                               expenditure of cash or (C) the sale or
                               discounting of receivables on a non-recourse
                               basis, in each case in the ordinary course of
                               trading on arm's length terms;

                     (ii)      disposals of obsolete or redundant plant and
                               equipment, or of real property (not being any
                               of the Key Properties or the real properties
                               owned by members of the Group at Winnipeg in
                               Canada and Tennessee in the United States of
                               America) not required for the efficient
                               operation of its business, on arm's length
                               terms;

                     (iii)     the lending of cash and the repayment of cash
                               lent in compliance with the terms of the
                               Finance Documents;

                     (iv)      the payment of fees and interest on the amounts
                               outstanding under the Finance Documents in
                               compliance with the Priority Agreement;

                     (v)       disposals of Cash Equivalent Investments on
                               arm's length terms;

                     (vi)      the sale and leaseback of engines by members of
                               the Group;

                     (vii)     subject to compliance with Clause 9.5,
                               disposals of assets (not being any of the Key
                               Properties or the real properties owned by
                               members of the Group at Winnipeg in Canada and
                               Tennessee in the United States of America)
                               where all or part of the sale price is to be
                               applied by the Obligor in the purchase of
                               replacement assets which are comparable or
                               superior as to type, value and quantity and
                               such replacement assets are purchased within
                               twelve months of such disposal provided that
                               where part only of such proceeds are so
                               utilised, that part is sufficient to satisfy
                               the entire amount of such purchase price;

                     (viii)    disposals which have the prior written consent
                               of the Facility Agent (acting on the
                               instructions of the Majority Lenders);

                     (ix)      disposals of assets on arm's length terms not
                               otherwise permitted under this Clause 21.8
                               provided that the aggregate fair market value
                               of the assets disposed of does not exceed
                               (pound)2,500,000 (or its equivalent in other
                               currencies) during any annual Accounting Period
                               or (pound)20,000,000 (or its equivalent in
                               other currencies) in aggregate until the
                               Facilities have been repaid in full;

                     (x)       the disposal of the shares of Wheels India
                               Limited as provided for in the UK Sale and
                               Purchase Agreement where the Net Proceeds are
                               paid to the Vendors.

                     All such sales, transfers, leases or other disposals
                     (other than under paragraph (b)(i)(B), (iii) and (iv))
                     shall be made only for a cash consideration payable in
                     full at the time of disposal,

                     Provided that no Obligor incorporated or resident in
                     Canada may make a disposal of a type not described in
                     Clause 9.5(i) to (v) (inclusive) but otherwise permitted
                     by 21.8(b)(ii), (vii) or (ix), save that such Obligor may
                     be released from the restriction set out in this proviso
                     if it prepays an amount of the Utilisations equal to the
                     Net Proceeds arising from any such disposal.

21.9       Pari passu ranking

           Each Obligor undertakes that its obligations under this Agreement
           rank and will at all times rank at least pari passu in right and
           priority of payment with all its other present and future unsecured
           and unsubordinated obligations, other than obligations applicable
           generally to companies which have priority by operation of law.

21.10      Borrowing

           No Obligor will, and each Obligor will procure that no other member
           of the Group will, incur or permit to remain outstanding any
           Borrowings falling within paragraphs (a), (b), (c), (d) or (h) of
           the definition of Borrowings in Clause 1.1 other than:

           (a)       under the Subordinated Finance Documents (in an aggregate
                     principal amount not exceeding(pound)125,000,000 (or its
                     equivalent in other currencies)); or

           (b)       under the Senior Finance Documents; or

           (c)       any such Borrowings as are permitted by Clause 21.16(b);
                     or

           (d)       Borrowings to the extent covered by a Documentary Credit
                     made available under this Agreement; or

           (e)       any other Borrowings to the extent approved in writing by
                     the Facility Agent on behalf of the Majority Lenders; or

           (f)       any other Borrowings in an aggregate principal amount at
                     any time outstanding for members of the Group as a whole
                     not exceeding (pound)15,000,000 (or its equivalent in
                     other currencies) for the first six months after the
                     Closing Date and thereafter (pound)10,000,000 (or its
                     equivalent in other currencies) and which in any such
                     case when aggregated with the Original Sterling Amount of
                     the then outstanding Tranche D Utilisations will not
                     exceed the amount of the then Tranche D Commitments; or

           (g)       any other Borrowings in an aggregate principal amount at
                     any time outstanding for members of the Group as a whole
                     not exceeding (pound)10,000,000 (or its equivalent in
                     other currencies) PROVIDED THAT the aggregate principal
                     amount of such Borrowings incurred or owed by the
                     Obligors (taken as a whole) at any time may not exceed
                     (pound)5,000,000 (or its equivalent in other currencies).

21.11      Leases

(a)        No Obligor will, and each Obligor will procure that no member of
           the Group will enter into any operating leases, finance leases or
           conditional sale agreement of or in respect of vehicles, machinery,
           plant or equipment (the "Equipment") if the amount payable
           (excluding any interest element) under such operating leases,
           finance lease or conditional sale agreement when taken together
           with the amounts payable (excluding any interest element) under all
           other operating leases, finance leases or conditional sale
           agreements of members of the Group would exceed (pound)45,000,000
           (or its equivalent in other currencies) at any time.

(b)        The Company will, if requested by the Facility Agent, provide
           reasonable details of the Equipment subject to any such operating
           leases, finance leases or conditional sale agreements and the
           amounts payable thereunder.

21.12      Third party guarantees

           No Obligor will, and each Obligor will procure that no member of
           the Group will, incur or permit to be outstanding any guarantee,
           indemnity or other assurance against loss of a type referred to in
           paragraph (i) of the definition of Borrowing in Clause 1.1 other
           than (a) under the Finance Documents, or (b) the endorsement of
           negotiable instruments for the purpose and in the ordinary course
           of carrying on the relevant entity's trade, or (c) guarantees in
           favour of an Approved Bank to facilitate the operation of bank
           accounts of Obligors maintained with such Approved Bank on a net
           balance basis, or (d) guarantees of members of the Group which are
           not Obligors in favour of an Approved Bank to facilitate the
           operation of bank accounts of members of the Group which are not
           Obligors maintained with such Approved Bank on a net balance basis,
           or (e) in respect of the Borrowings of any other Obligor which are
           permitted under Clause 21.10 or only in the case of members of the
           Group who are not Obligors in respect of the Borrowings of any
           other member of the Group which are permitted under Clause 21.10,
           or (f) under the letter executed by Dunlop Standard Aerospace
           Overseas Limited addressed to Mr Stuart McCulloch of Allen, Allen &
           Helmsley solicitors, Sydney as in force on the date of this
           Agreement.

21.13      Options

           No Obligor will, and each Obligor will procure that no member of
           the Group will, enter into or permit to subsist any option or other
           arrangement whereby any person has the right (whether or not
           exercisable only on a contingency) to require any member of the
           Group to purchase or otherwise acquire or sell or otherwise dispose
           of any property or any interest in any property otherwise than
           where (I) any such arrangement is in respect of trading assets and
           is entered into in the ordinary course of trade of the member of
           the Group concerned, or (II) any such arrangement is in respect of
           assets having a market value in an aggregate amount (for all such
           arrangements of members of the Group) which if it were exercised
           would, at the date of such exercise, be a disposal permitted under
           Clause 21.8 or an investment permitted under Clause 21.15 and is
           entered into on arm's length terms, or (III) any such arrangement
           is permitted by Clause 21.14.

21.14      Treasury Transactions

           Save for those transactions specified in the list of outstanding
           treasury transactions provided to the Facility Agent by the Company
           prior to the Signing Date (if any), no Obligor will, and each
           Obligor will procure that no member of the Group will, enter into
           or permit to subsist any interest rate or currency swap, cap,
           ceiling, collar, floor or financial futures or commodity contract
           or option or any similar treasury or hedging transaction, other
           than (a) the Hedging Documents, (b) spot foreign exchange contracts
           entered into in the ordinary course of business and (c)
           transactions entered into for the hedging of actual or projected
           exposures arising in the ordinary course of ordinary trading
           activities of members of the Group carried on in compliance with
           the terms of the Finance Documents for periods of not more than 36
           months.

21.15      Investments

           No Obligor will, and each Obligor will procure that no member of
           the Group will incorporate any company or enter into any merger or
           consolidation with any business or person or acquire (by
           subscription or otherwise) or invest in any business or company or
           any shares or other securities (or any interest therein) other
           than:

           (a)       Cash Equivalent Investments; or

           (b)       pursuant to the Re-organisation (or as expressly provided
                     for in the Structure Memorandum); or

           (c)       for the acquisition of shares in members of the Target
                     Group acquired at Closing; or

           (d)       for the acquisition of all of the shares of limited
                     liability companies or for the acquisition of businesses
                     (provided that if any liabilities (actual or contingent,
                     present or future) are being acquired such acquisition
                     must be made by forming a limited liability company whose
                     sole purpose is to make the acquisition, and which
                     acquires such business) which (I) carry on a similar
                     business or which business is similar to those currently
                     undertaken by a Target and its Subsidiaries, and (II)
                     which have an aggregate purchase price (including the
                     amount of any Borrowings of the acquired company or
                     business repaid or prepaid at the time of acquisition or
                     which remain outstanding) for all such acquisitions not
                     exceeding(pound)20,000,000 (or its equivalent in other
                     currencies) in any annual Accounting Period
                     or(pound)90,000,000 (or its equivalent in other
                     currencies) from the period from the Closing Date until
                     the Final Maturity Date, PROVIDED THAT:

                     (i)       the aggregate purchase price (the "Total
                               Purchase Price") for all such acquisitions
                               (including associated costs and expenses
                               together with the aggregate amount of
                               outstanding Borrowings or other liabilities of
                               all such companies or businesses so acquired at
                               the time of their acquisition) does not exceed
                               the aggregate amount of:

                               (A)        an amount equal to the aggregate
                                          amount of the Net Proceeds received
                                          by members of the Group which,
                                          pursuant to Clause 9.5(v), has not
                                          been required to be applied in
                                          prepayment of the Utilisations (but
                                          excluding any amount of Net Proceeds
                                          retained by members of the Group
                                          pursuant to Clauses 9.5(i)-(iv)
                                          (inclusive)); plus

                               (B)        the amount of the proceeds of any
                                          subscription in cash for shares in
                                          the Company (other than any such
                                          subscription (I) made on or prior to
                                          the Closing Date pursuant to the
                                          Shareholders Agreement, or (II)
                                          which constitutes an Investors Capex
                                          Contribution Amount or (III) to the
                                          extent such proceeds have been used
                                          to make Joint Venture Investments
                                          pursuant to Clause 21.34 or used to
                                          redeem share capital pursuant to
                                          Clause 21.18) or the proceeds of any
                                          subordinated loan made to the
                                          Company which in either case is not
                                          redeemable or repayable until one
                                          year after the Subordinated
                                          Discharge Date (as defined in the
                                          Priority Agreement) and which is
                                          otherwise on terms approved by the
                                          Majority Lenders; plus

                               (C)        an amount not exceeding
                                          (pound)5,000,000 (or its equivalent
                                          in other currencies) per annum;

                     (ii)      no Default has occurred and is continuing at
                               the time of acquisition and the purchase price
                               for such acquisition is paid in full in cash on
                               the date of acquisition;

                     (iii)     investments in or acquisition of any company or
                               business which (A) has made an operating loss
                               of greater than(pound)500,000 (or its
                               equivalent in other currencies) in any of the
                               previous 3 financial years as evidenced in the
                               audited (or if unaudited, management) financial
                               statements of such company or business and/or
                               (B) is located outside the European Union or
                               the United States of America or Canada or the
                               country of incorporation of any Obligor, may
                               only be made (I) if in the case of a company or
                               business located in the European Union, the
                               United States of America or Canada the
                               operating loss in any of the previous financial
                               years exceeds(pound)500,000 but does not
                               exceed(pound)5,000,000 (or its equivalent in
                               other currencies) if the Company has delivered
                               to the Facility Agent prior to the making of
                               any such disposal a business plan approved by
                               the Chief Financial Officer relating to such
                               company or business projecting that such
                               company or business makes an operating profit
                               in the annual Accounting Period following its
                               acquisition together with an independent
                               accountants report on such company or business,
                               or (II) with the prior written consent of the
                               Majority Lenders; and

                     (iv)      to the extent lawful, security is given over
                               such shares or assets (subject to the Agreed
                               Security Principles) upon or immediately
                               following their acquisition in favour of (and
                               in form and substance satisfactory to) the
                               Security Agent (or as otherwise provided in
                               this Agreement) for the Lenders by the relevant
                               member of the Group; or

           (e) the acquisition of shares in Joint Ventures to the extent
permitted by Clause 21.34.

21.16      Loans out

           No Obligor will, and each Obligor will procure that no member of
           the Group will, be the creditor in respect of any Borrowings, save
           for:

           (a)       any Borrowings under paragraph (e) of the definition of
                     "Borrowings" in Clause 1.1 where trade credit is extended
                     by any member of the Group on normal commercial terms and
                     in the ordinary course of its business; or

           (b)       loans made by one member of the Group to another member
                     of the Group where:

                     (i)       the loan is specified in the Structure
                               Memorandum; or

                     (ii)      the recipient of the loan is an Obligor and
                               requires the funds to meet its normal working
                               capital requirements or to meet its obligations
                               under the Finance Documents; or

                     (iii)     loans by a member of the Group which is not an
                               Obligor to another member of the Group which is
                               not an Obligor and which is its Holding Company
                               or a Subsidiary of it; or

           (c)       loans made by any member of the Group to the employees of
                     the Group in an aggregate amount for the Group as a whole
                     at any time outstanding not exceeding (pound)500,000 (or
                     its equivalent in other currencies); or

           (d)       Borrowings not otherwise permitted pursuant to paragraphs
                     (a), (b) or (c) in an aggregate amount for the Group as a
                     whole at any time outstanding not exceeding
                     (pound)5,000,000 (or its equivalent in other currencies),
                     PROVIDED THAT the aggregate amount of such Borrowings
                     plus the aggregate amount of the Borrowings permitted
                     under Clause 21.10(g) outstanding at any time may not
                     exceed (pound)10,000,000 (or its equivalent in other
                     currencies); or

           (e)       loans or Borrowings made with the prior written consent
                     of the Majority Lenders; or

           (f)       loans made by a member of the Group to the Kelly Air
                     Force Base Joint Venture or other Joint Ventures provided
                     that the aggregate principal amount (taken together with
                     any investment in Joint Ventures permitted under Clause
                     21.34(a)(iii)) of any such loans (excluding the amount
                     used to fund the working capital of such Joint Venture)
                     does not exceed one hundred and fifteen per cent. (115%)
                     of the amounts specified in Clause 22.3(b).

21.17      Dividends and fees

           The Company will not:

           (a)       declare, make or pay any dividend (or interest on any
                     unpaid dividend), charge, fee or other distribution
                     (whether in cash or in kind) on or in respect of its
                     Shares (or any class of its Shares) or distribute any
                     dividend or share premium reserve account or pay any
                     amount of interest on or other amount relating to any
                     loan stock; and

           (b)       (and will procure that no other member of the Group will)
                     pay any management, advisory or other fee to or to the
                     order of the Investors or any of them or pay any
                     directors' fee other than any such fees (and in such
                     amounts as have been notified to the Facility Agent prior
                     to the Signing Date) as are payable under or referred to
                     in the Shareholders Agreement as in force on the Signing
                     Date.

21.18      Share Capital and Loan Stock

           No Obligor will, and each Obligor will procure that no member of
           the Group will:

           (a)       redeem, repurchase, defease, retire or repay any of its
                     share capital or any loan stock, or resolve to do so,
                     unless, in the case of the Company only, such redemption,
                     repurchase, retirement or repayment is financed out of
                     the proceeds received in cash of an issue of shares by
                     the Company (not being any proceeds, which constitute an
                     Investors Capex Contribution Amount or to the extent the
                     proceeds are used to fund any acquisition under Clause
                     21.15 or any Joint Venture Investment under Clause 21.34)
                     or subordinated shareholder loans made to the Company (to
                     the extent the proceeds are not used to fund any
                     acquisition under Clause 21.15 or Joint Venture
                     Investment under Clause 21.34), which are not redeemable
                     or repayable prior to the date one year after the
                     Subordinated Discharge Date (as defined in the Priority
                     Agreement) and the other terms of which are satisfactory
                     to the Majority Lenders; or

           (b)       issue any shares which by their terms are redeemable or
                     any loan stock which by its terms is repayable prior to
                     the date falling one year after the Subordinated
                     Discharge Date (as defined in the Priority Agreement); or

           (c)       issue any share capital to any person other than to
                     another member of the Group, save that the Company may
                     issue share capital as contemplated by the Shareholders
                     Agreement (as in force on the Signing Date hereof ) or
                     the Warrant Instrument (as defined in the Bridge Facility
                     Agreement and as in force on the Closing Date) and other
                     share capital of a type substantially similar to any
                     class of its shares in issue at Closing which in each
                     case is subscribed for in full in cash and in respect of
                     which no dividend or distribution is payable while any
                     amount is outstanding under the Senior Finance Documents.

21.19      Intellectual Property Rights

           Each Obligor will, and will procure that each member of the Group
           will, except to the extent the Facility Agent (on the instructions
           of the Majority Lenders) otherwise consents in writing (such
           consent not to be unreasonably withheld):

           (a)       make such registrations and pay such fees and other
                     amounts as are necessary to keep those registered
                     Intellectual Property Rights which are material to the
                     business of an Obligor or a Material Group Subsidiary in
                     force and to record its interest in those Intellectual
                     Property Rights;

           (b)       take such steps as are necessary and commercially
                     reasonable (including, without limitation, the
                     institution of legal proceedings) to prevent third
                     parties infringing those Intellectual Property Rights
                     referred to in paragraph (a) above; and

           (c)       not, without the prior written consent of the Majority
                     Lenders sell, assign, transfer, charge, terminate or
                     enter into any material contract or licence arrangement
                     in respect of those rights save for (i) licence
                     arrangements entered into with members of the Group for
                     so long as they remain members of the Group, (ii)
                     non-exclusive licence arrangements entered into on normal
                     commercial terms and in the ordinary course of its trade
                     and which do not in either case affect any Encumbrance
                     arising under any of the Security Documents or the value
                     of any assets secured by such Encumbrances.

21.20      Environmental matters

           Each Obligor will and will procure that each other member of the
           Group will:

           (a)       obtain all requisite Environmental Licences and comply
                     with (i) the terms and conditions of all such
                     Environmental Licences applicable to it, and (ii) all
                     other applicable Environmental Law, where in each such
                     case failure to do so would have a Material Adverse
                     Effect or would have, or would be reasonably likely to
                     have, a material adverse effect on the business, assets
                     or financial condition of any Material Group Subsidiary;

           (b)       implement in all material respects the requirements
                     specified in the environmental report referred to at
                     paragraph (d) of the definition of Reports in Clause 1.1
                     within the time-period referred to in such report;

           (c)       promptly upon receipt of the same, notify the Facility
                     Agent of any claim, notice or other communication served
                     on it in respect of any alleged breach of or corrective
                     or remedial obligation or liability under any
                     Environmental Law which would, if substantiated, have a
                     Material Adverse Effect or would have, or would be
                     reasonably likely to have, a material adverse effect on
                     the business, assets or financial condition of any
                     Material Group Subsidiary; and

           (d)       indemnify each Finance Party, each receiver appointed
                     under any Security Document and their respective
                     officers, employees, agents and delegates (together the
                     "Indemnified Parties") against any cost or expense
                     suffered or incurred by them (except if caused by their
                     own negligence) which:

                     (i)       arises by virtue of any actual or alleged
                               breach of any Environmental Law (whether by any
                               Obligor, an Indemnified Party or any other
                               person); or

                     (ii)      arises by virtue of the release or threatened
                               release of, or exposure to, any Dangerous
                               Substance stored or handled upon, transported
                               from, or otherwise associated with, the past or
                               present facilities or operations of any Obligor
                               or Group member,

                     and which would not have arisen if the Finance Documents
                     or any of them had not been executed.

21.21      Insurance

(a)        Each Obligor will, and will procure that each member of the Group
           will, insure and keep insured all its property and assets of an
           insurable nature and which are customarily insured (either
           generally or by companies carrying on a similar business) against
           loss or damage by fire and other risks normally insured against by
           persons carrying on the same class of business as that carried on
           by it at levels no lower than (and covering at least the same risks
           as) those recommended in the Insurance Report with reputable
           independent insurance companies or underwriters.

(b)        Without prejudice to paragraph (a) above, each Obligor will, and
           will procure that each member of the Group will, effect and
           maintain insurance against business interruption, loss of profits,
           product liability, professional indemnity, pollution and public
           liability and those other risks or liabilities recommended in the
           Insurance Report at levels no lower than (and on substantially the
           same terms as) those recommended in the Insurance Report or as
           otherwise agreed by the Facility Agent acting reasonably with
           reputable independent insurance companies or underwriters.

(c)        Each Obligor will, and will procure that each member of the Group
           will, promptly pay all premiums and do all other things necessary
           to ensure that the insurances required to be taken out and
           maintained by it pursuant to paragraphs (a) and (b) above remain in
           force and will use all reasonable endeavours to procure that
           (except for public liability, employers liability and professional
           indemnity insurances) all of the insurance policies required to be
           taken out and maintained by it pursuant to paragraphs (a) and (b)
           above shall contain loss payee provisions acceptable to the
           Security Agent noting the Security Agent's interest thereon and
           naming the Security Agent as the payee.

(d)        The Company will promptly supply to the Facility Agent on request
           copies of each insurance policy (or if not then available the
           relevant brokers summary of cover relating to such insurance
           policy) required to be taken out and maintained by any member of
           the Group pursuant to this Clause 21.21 and will procure that the
           insurer in the case of each such policy undertakes to the Facility
           Agent to notify the Facility Agent should any renewal fee or other
           sum payable by any member of the Group not be paid when due.

21.22      Change of business

           No Obligor will, and each Obligor will procure that no member of
           the Group will, make any material change in the nature of its
           respective business as conducted at the Closing Date which would
           result in a material change to the nature of the business carried
           on by the Group as a whole.

21.23      Inter-Company Debt

(a)        Each Obligor will procure that unless the borrower in respect of
           such Borrowings has sufficient readily available cash or credit
           lines with available headroom (and not being subject to conditions
           precedent other than the mere request for the funds) to pay the sum
           due or demanded or save as provided for in the Priority Agreement,
           any member of the Group which is the creditor in respect of any
           Borrowings by any other member of the Group shall take no action to
           cause such Borrowings to become due or to be paid.

(b)        Each Obligor will promptly notify the Facility Agent if it (or any
           of its Subsidiaries) makes a loan (or series of loans to the same
           person) to any other member of the Group which is either (A) a loan
           from Dunlop Standard Aerospace Group Limited or Dunlop Standard
           Aerospace Holdings Limited to Holdco or any Subsidiary of Holdco
           and whether or not from out of the proceeds of an Investors Capex
           Contribution Amount or (B) is for an amount of (pound)5,000,000 (or
           its equivalent in other currencies) or more and is expected to
           remain (or has remained) outstanding for six months or more, and if
           required by the Facility Agent shall procure that (i) the borrower
           and lender of such loan become party to the Priority Agreement as
           an Intercompany Debtor and Intercompany Creditor respectively, and
           (ii) security (in a form satisfactory to the Security Agent acting
           reasonably and in accordance with the Agreed Security Principles)
           in favour of the Lenders is granted over any such loan (or series
           of loans).

21.24      Arm's length terms

           No Obligor will, and each Obligor will procure that no member of
           the Group will, enter into any material transaction with any person
           otherwise than on arm's length terms, save for intercompany loans
           permitted pursuant to Clause 21.16(b).

21.25      Surplus Cash

(a)        The Company will procure that each member of the Group shall,
           subject to retaining sufficient cash for the forecast cashflow
           requirements of such member of the Group (which shall be determined
           by the board of directors of such member of the Group, acting
           reasonably, having regard to their responsibilities under
           applicable law), utilise their cash balances so as to reduce or
           minimise working capital borrowings (including any under the
           Tranche D Facility) and (to the extent that to do so would not be
           likely to cause a breach of law or regulation on the part of the
           relevant company or its directors) to service the required interest
           and scheduled principal payable on the Facilities and, to the
           extent that the directors of any member of the Group consider that
           such member of the Group would otherwise accumulate material cash
           balances in excess of the amounts otherwise required by it, shall
           (to the extent not in breach of applicable law) if the company
           concerned is incorporated in a jurisdiction where security over
           cash has not been created in favour of the Lenders lend such
           surplus cash to another member of the Group in a jurisdiction in
           which the Lenders have the benefit of security over cash pursuant
           to the Security Documents.

(b)        Each Obligor will, and each Obligor will procure that each of its
           Subsidiaries will, if incorporated in a jurisdiction where an
           Encumbrance over cash is being given pursuant to any of the
           Security Documents ensure that, save as otherwise permitted by this
           Agreement (or prohibited by applicable law) all of its cash and the
           cash of its Subsidiaries is kept in any account which is subject to
           security in favour of the Security Agent (or as otherwise provided
           in this Agreement) pursuant to the Security Documents.

21.26      Amendments to documents

(a)        No Obligor will, and each Obligor will procure that no member of
           the Group will, without the prior written consent of the Facility
           Agent (on the instructions of the Majority Lenders), amend,
           supplement, supersede or waive (i) any material term of the
           Transaction Documents or (ii) its memorandum or articles of
           association or other constitutional document in any material
           respect which might adversely affect the interests of the Lenders
           under Senior Finance Documents or (iii) any other document
           delivered to the Agents (or any of them) pursuant to Clauses 4.1,
           19.1, 19.2, 19.3 or any other provision of this Agreement in any
           material respect which might adversely affect the interests of the
           Lenders under the Senior Finance Documents or (iv) enter into any
           agreements or arrangements (other than on arm's length terms) with
           the Investors in their capacity as such other than the Shareholders
           Agreement and Articles of the Company (provided that if any such
           undertaking would not be enforceable against any Obligor it shall
           not be given by that Obligor).

(b)        The consent of the Lenders shall not be unreasonably withheld where
           such amendments are required to comply with the terms of the Senior
           Finance Documents.

(c)        This Clause 21.26 shall not prevent the Company from agreeing to
           renew any Service Contracts on substantially the same terms.

21.27      Bank Accounts

           No Obligor incorporated in England and Wales, the United States of
           America or Canada will open or maintain any account with any branch
           of any bank or other financial institution providing like services
           (other than an account maintained with a Finance Party pursuant to
           the requirements of the Senior Finance Documents) unless such
           branch and bank or financial institutions are Approved Banks.

21.28      Compliance with laws

           Each Obligor will, and will procure that each member of the Group
           will, comply in all material respects with all applicable laws and
           regulations of any governmental authority, whether domestic or
           foreign having jurisdiction over it or any of its assets, where
           failure to comply with any such laws or regulations would have a
           Material Adverse Effect or would have, or would be reasonably
           likely to have, a material adverse effect on the business, assets
           or financial condition of any Material Group Subsidiary or which
           are required to enable it lawfully to enter into the Senior Finance
           Documents and will obtain and promptly renew from time to time, and
           if so requested promptly furnish certified copies to the Facility
           Agent of all material authorisations which may be required under
           any applicable law or regulation to enable each Obligor to perform
           its respective obligations under the Senior Finance Documents or
           required for the validity or enforceability of such Senior Finance
           Documents or of any security provided for thereby.

21.29      Auditors

(a)        Each Obligor will, and will procure that each other member of the
           Group will, instruct its auditors (at the cost of such Group
           member) to provide to the Facility Agent such information on or
           about the Group's and/or such other Group member's financial
           position or to explain to the Facility Agent any such information
           provided to the Facility Agent under this Agreement or to verify
           any of the calculations delivered pursuant to Clause 21.2(d) on
           request from the Facility Agent (not to be made more than once in
           any annual Accounting Period unless the Facility Agent has
           reasonable grounds for believing that there is a breach of Clause
           22 or that any of the calculations delivered pursuant to Clause
           21.2(d) may be incorrect or that any of the Accounts delivered
           pursuant to Clause 21.2 have not been prepared in accordance with
           the Applicable Accounting Principles) and to disclose to the
           Facility Agent for itself and the Lenders (and provide them with
           copies of) such information as the Facility Agent and the Lenders
           have requested from the Company pursuant to this Agreement
           regarding the financial condition and operations of the Group and
           any member of the Group (if, when requested, the Company has failed
           to provide or procure the provision of the same to the reasonable
           satisfaction of the Lenders).

(b)        The Company will appoint one of the firms specified in the
           definition of "Auditors" in Clause 1.1 to be its auditors and to
           audit its consolidated annual accounts.

(c)        The Company will, if it changes its Auditors, instruct both the
           outgoing and incoming Auditors to discuss the Group's financial
           condition with the Facility Agent (if so requested by the Facility
           Agent).

21.30      Access

           Upon reasonable notice being given by the Facility Agent, each
           Obligor will procure that any one or more representatives of the
           Facility Agent and/or accountants or other professional advisers
           appointed by the Facility Agent be allowed (at the Facility Agent's
           risk and expense or if after the occurrence of an Event of Default
           at the Company's expense) to have access during normal business
           hours to the assets, books and records of each member of the Group
           and to inspect the same.

21.31      Pension Schemes and Tax Allowances

(a)        The Obligors will if requested by the Facility Agent deliver to the
           Facility Agent at intervals of no more than three calendar years,
           and in any event at such time as those reports are prepared in
           order to comply with then current statutory or auditing
           requirements, actuarial reports in relation to the pension schemes
           for the time being operated by members of the Group and will ensure
           that the pension schemes (and any other scheme required by law to
           be fully funded) are fully funded as required by law and based on
           reasonable actuarial assumptions.

(b)        Each Obligor shall and shall procure that each of its Subsidiaries
           shall use all reasonable endeavours to retain and/or utilise the
           benefit of any carried forward tax allowances or losses available
           to it either for its own account or for the account of another
           member of the Group.

21.32      Syndication

           The Company shall provide reasonable assistance to the Syndication
           Agent in the preparation of the information memorandum for
           syndication of the Facilities and will comply with all reasonable
           requests for access (including site visits to those sites agreed
           with the Arranger) and information from potential syndicate
           members. The Company shall procure that the Executives shall, if
           requested by the Facility Agent, give a presentation in London to
           potential syndicate members. The Company shall in good faith agree
           the Information Package with the Syndication Agent.

21.33      Executives

(a)        The Company will procure that each of the Executives will perform
           the functions for which he or she has been employed and undertakes
           that if he or she ceases (whether by reason of death, retirement at
           normal retiring age or through ill health or otherwise) to perform
           such duties it will promptly notify the Facility Agent and will
           find a replacement for him or her reasonably acceptable to the
           Majority Lenders and effectively appoint the same (such appointment
           deemed to be effective on its acceptance by the replacement) within
           180 days of such Executive ceasing to perform such duties provided
           that if the Majority Lenders reject the first replacement tendered
           by the Company, the Company shall have three months from the date
           on which the Majority Lenders notified it that the tendered
           replacement was unacceptable to find and appoint a replacement.

(b)        The Company will procure that at least one of the Executives or the
           Operating Division Heads is at all times on the board of directors
           (or equivalent management body) of each of the Obligors.

21.34      Joint Ventures

(a)        No Obligor will, and each Obligor will procure that none of its
           Subsidiaries will, enter into or acquire or subscribe for any
           shares, stock, securities or other interest in or transfer any
           assets to or lend to or guarantee the obligations of any Joint
           Venture (each a "Joint Venture Investment"), PROVIDED THAT members
           of the Group can make Joint Venture Investments (i) where the
           aggregate amount applied in making any such acquisitions, together
           with the aggregate book value (at the time of transfer) of all such
           assets transferred and the aggregate principal amount of all such
           loans and maximum contingent liability under all such guarantees
           from time to time outstanding does not exceed(pound)7,500,000 (or
           its equivalent in other currencies) and the making of any such
           Joint Venture Investment is permitted by Clause 22.3 or (ii) to the
           extent that such Joint Venture Investment is financed from out of
           the proceeds of any subscription for shares in the Company (which
           are not redeemable prior to the Senior Discharge Date (as defined
           in the Priority Agreement) and on which no dividends are payable
           until after such date) or subordinated loans made to the Company
           (subordinated on terms agreed in writing by the Majority Lenders)
           received in cash by the Company after the Closing Date (not
           constituting an Investors Capex Contribution Amount) or (iii) such
           Joint Venture Investment is in the Kelly Air Force Base Joint
           Venture and the aggregate amount of such Joint Venture Investments
           does not exceed 115% of the amount specified in Clause 22.3(b) as
           being invested in the Kelly Air Force Base Joint Venture AND
           PROVIDED FURTHER THAT loans to or the acquisition of shares or
           stock or securities or other investment in any Joint Venture to the
           extent that such loans acquisitions or investments are made to fund
           the working capital of such Joint Venture will not constitute a
           Joint Venture Investment.

(b)        Each Obligor will, and each Obligor will procure that each of its
           Subsidiaries will, only enter into or become party to any Joint
           Venture which carries on a business substantially the same as a
           business carried on by another member of the Group.

(c)        No Obligor will, and each Obligor will procure that none of its
           Subsidiaries will, commit to any third party or enter into any
           Joint Venture or become party to any joint venture agreement or
           arrangement where it has any obligation (whether to such Joint
           Venture or to any other person and whether actual or contingent) to
           lend to or guarantee or transfer assets to or otherwise fund or
           incur any liability in respect of such Joint Venture or any other
           person or to acquire any shares or interest in or assets of such
           Joint Venture in each case (i) where any such obligation or
           liability is not subject to an express maximum limit, (ii) where if
           such maximum level of obligations or liabilities was incurred it
           would cause any breach of this Clause 21.34 and (iii) where any
           such obligation or liability would, if exercised, cause any breach
           of any other provision of this Agreement.

(d)        No Obligor will, and each Obligor will procure that none of its
           Subsidiaries (ignoring for these purposes the special purpose
           company referred to below) will, enter into, become a member of or
           acquire any interest in any Joint Venture other than by the
           acquisition of shares in a Joint Venture which is itself a limited
           liability entity or by means of the ownership by such member of the
           Group of a special purpose limited liability company which is
           itself a party to any such Joint Venture.

21.35      Holding Company

(a)        The Company shall not hold or acquire any shares other than shares
           in Dunlop Standard Aerospace Holdings Limited or the Subordinated
           Borrower (if different) or carry on any business (other than the
           provision of administrative services to other members of the
           Group). The Company shall lend the proceeds of any Investors Capex
           Contribution Amount to Holdco.

(b)        Dunlop Standard Aerospace Holdings Limited and the Subordinated
           Borrower (if different) shall not carry on any business or acquire
           any assets (other than in the case of Dunlop Standard Aerospace
           Holdings Limited the holding of shares in Holdco) other than Cash,
           Cash Equivalent Investments and the benefit of the intercompany
           loan between Dunlop Standard Aerospace Holdings Limited and Holdco
           set up at Closing, without the prior written consent of the
           Majority Lenders.

21.36      Subordinated Debt

(a)        The Company will not repay, prepay, redeem or repurchase any
           principal amount outstanding under the Subordinated Finance
           Documents until all amounts outstanding under the Senior Finance
           Documents have been repaid in full and the Commitments of the
           Lenders cancelled, save that the Company may prepay or procure the
           prepayment of all (but not some only) of the amounts outstanding
           under the Bridge Facility Agreement either from out of the net
           proceeds borrowed under the Subordinated Facility Agreement or from
           out of the net proceeds received in cash by the Subordinated
           Borrower from the issue of any high yield bonds or notes (the
           "Bonds").

(b)        Neither the Company nor any other member of the Group may enter
           into the Subordinated Facility Agreement or issue the Bonds unless:

           (i)       the principal amount of the Subordinated Facility
                     Agreement or the net proceeds of the Bond is not less
                     than (pound)125,000,000 (or its equivalent in other
                     currencies) and sufficient to prepay amounts outstanding
                     under the Bridge Facility Agreement in full;

           (ii)      the maturity date of the Subordinated Facility Agreement
                     or the Bonds is not less than 10 years from the Closing
                     Date; and

           (iii)     the other terms of the Subordinated Facility Agreement or
                     the Bonds (and any related documentation) have been
                     approved in writing by the Facility Agent (on behalf of
                     the Majority Lenders acting reasonably and having regard
                     to London market practice and the actual and projected
                     financial condition of the Group) after taking such
                     advice (at the cost of the Company) as the Facility Agent
                     may require.

(c)        No member of the Group will repay, prepay, redeem or purchase any
           of the Bonds prior to the Senior Discharge Date (as defined in the
           Priority Agreement) or otherwise pay any amount due under the Bonds
           other than for payments of scheduled interest when due.

21.37      Hedging

           The Company will enter into, or will procure that another Obligor
           enters into, Hedging Documents documenting the interest rate
           hedging plan agreed between the Facility Agent and the Company
           hedging interest payments on an amount equal to 75% of the
           aggregate amount of the Tranche A Commitments, the Tranche B
           Commitments, the Tranche C Commitments and the Tranche E
           Commitments for a period of 4 years from the Closing Date within 30
           days of the Closing Date.

21.38      Taxes

           Each member of the Group will pay all Taxes due and payable by it
           within a reasonable time of the relevant due date and in any event
           before penalties attach thereto (save to the extent that payment of
           the same is being contested in good faith and adequate reserves are
           being maintained for those Taxes).

21.39      The Company and the Subordinated Borrower

           Neither the Company nor the Subordinated Borrower will at any time
           hold Cash or Cash Equivalent Investments in amounts greater than
           that required for the next interest payment due under the
           Subordinated Finance Documents and such other amounts as are
           reasonably required for its other forecast cash requirements for
           the next three months.

21.40      Acquisition Agreements

(a)        The Company will, and will procure that each other member of the
           Group which has a claim against any of the Vendors under the
           Acquisition Agreement will, enforce its rights and pursue claims
           under the Acquisition Agreements (if necessary by legal action) and
           shall not waive or vary any of its material claims or rights
           thereunder unless such claim is for an amount of less than
           (pound)1,000,000 (or its equivalent in other currencies) and in the
           reasonable opinion of the Company it is commercially beneficial not
           to pursue such claim.

(b)        On or prior to the Closing Date the Company will not (and no other
           Obligor will) amend, vary or waive in any material respect any
           provisions of the Acquisition Agreements or complete or elect to
           complete the Acquisition in circumstances where it would be
           entitled not to do so.

21.41      ERISA

           Each U.S. Obligor will not, and will procure that none of its ERISA
           Affiliates will:

           (a)       fail to make payment when due of all amounts due as a
                     contribution to any Plan, engage in any transaction in
                     connection with which any U.S. Obligor or any ERISA
                     Affiliate could be subjected to either a civil penalty
                     assessed pursuant to section 502(i) of ERISA, a tax
                     imposed by section 4975 of the IRC or breach of fiduciary
                     duty liability damages if, in any such case, such penalty
                     or tax or such liability, or the failure to make such
                     payment, or the existence of that deficiency, as the case
                     may be, would have a material adverse effect on the
                     business assets or financial condition of that U.S.
                     Obligor;

           (b)       (i) permit any Pension Plan to incur any "accumulated
                     funding deficiency" (within the meaning of Section 302 of
                     ERISA or Section 412 of the IRC), whether or not waived,
                     or (ii) at any time maintain, contribute to or be obliged
                     to contribute to any Multiemployer Plan or Pension Plan
                     which, upon the complete or partial withdrawal of the
                     U.S. Obligor or any ERISA Affiliate from such
                     Multiemployer Plan or the termination of such Pension
                     Plan, respectively, individually or in the aggregate,
                     would result in the imposition of complete or partial
                     withdrawal liability or other liability, respectively,
                     which would have a Material Adverse Effect.

21.42      Compliance with Margin Stock Regulation

           Each U.S. Obligor shall not, and shall procure that its
           Subsidiaries shall not:

           (a)       (i)       sell, carry, pledge or otherwise dispose of any
                               margin stock ("Margin Stock") within the
                               meaning of Regulation U of the Board of
                               Governors of the Federal Reserve System of the
                               U.S.A., as in effect from time to time
                               ("Regulation U"), now owned or acquired after
                               the date of this Agreement; or

                     (ii)      incur any Borrowings directly or indirectly
                               secured (within the meaning of Regulation U) by
                               any Margin Stock;

                     if such transaction would cause any of the Advances or
                     any part thereof to be in violation of Regulation U, or
                     Regulation X of the Board of Governors of the Federal
                     Reserve System of the U.S.A., as in effect from time to
                     time ("Regulation X");

           (b)       use the proceeds of any Advance or Utilisation, directly
                     or indirectly, for the purpose, whether immediate,
                     incidental or ultimate, of purchasing or carrying any
                     Margin Stock or for the purpose of maintaining, reducing
                     or retiring any indebtedness which was originally
                     incurred to purchase or carry any stock that is currently
                     a Margin Stock or for any other purpose which might
                     constitute any of the Facilities or Utilisations or this
                     Agreement a "purpose credit" within the meaning of
                     Regulation U or Regulation X. No Obligor and no agent
                     acting on its behalf will take or has taken any action
                     which might cause this Agreement or the Advances to
                     violate Regulation U or Regulation X or any other
                     regulation of the Board of Governors of the Federal
                     Reserve System.

21.43      UCC filings

           Each U.S. Obligor at its own expense will make and renew promptly,
           and in any event in the case of renewal before any UCC filing
           relating to any Finance Document expires, all UCC filings relating
           to any Finance Document reasonably required by the Facility Agent
           and will pay all applicable fees.

21.44      Re-organisation

           The Company will procure that the proposed articles of amalgamation
           for the amalgamated Canadian company (pursuant to the Canadian
           Re-organisation) together with all supporting documents, are filed
           at Industry Canada, Corporations Directorate in Ottawa, Ontario,
           Canada, within seven days of the Closing Date.

21.45      PPSA filings

           Each Obligor incorporated in Canada at its own expense will make
           and renew promptly, and in any event in the case of renewal before
           any PPSA filings relating to any Finance Document expires, all PPSA
           filings relating to any Finance Document reasonably required by the
           Facility Agent and will pay all applicable fees.

21.46      Creditors

           Each Obligor will, and will procure that each of its Subsidiaries
           shall, pay all material amounts outstanding to its trade creditors
           substantially in accordance with the terms for payment applying to
           such debts and in any event before such amounts become materially
           overdue unless it (or such Subsidiary) is in good faith disputing
           any amount payable.


21.47      Share certificates

           The Company will procure that all share certificates (to the extent
           not required to be delivered to the Facility Agent prior to
           Closing) in respect of the entire issued share capital of those
           members of the Group in respect of whose shares the Banks have, or
           will, following execution of the Security Documents, have a charge,
           are received by the Facility Agent within 21 days of the Closing
           Date (or, if production of such share certificates is delayed due
           to the Stamp Office adjudication process (or equivalent) only, as
           soon as practicable).


22.        Financial covenants

22.1       Definitions

(a)        In this Agreement:

           "Balance Sheet" means, at any time, the latest published audited
           (or, prior to the delivery of an audited balance sheet, unaudited)
           consolidated balance sheet of the Group.

           "Consolidated Cash Flow" for any period means Consolidated EBIT for
           such period:

           (i)       plus all depreciation, amortisation and other non-cash
                     charges deducted in establishing Consolidated EBIT for
                     such period or minus the amount of all provisions
                     released included in establishing Consolidated EBIT for
                     such period;

           (ii)      plus the proceeds of any subscription in cash for shares
                     in or subordinated loans made by the Investors to the
                     Company (which by their terms are not redeemable prior to
                     the Senior Discharge Date (as defined in the Priority
                     Agreement)) received by the Company (other than any such
                     subscription made pursuant to the Shareholders Agreement
                     which is not an Investors Capex Contribution Amount);

           (iii)     plus the amount of any tax rebate or credit in respect of
                     any advance corporation tax, mainstream corporation tax
                     or withholding tax or their equivalents in any relevant
                     jurisdiction actually received in cash by any member of
                     the Group during such period;

           (iv)      minus all Capital Expenditure (save to the extent funded
                     from amounts standing to the credit of the Disposals
                     Account) and all consideration and related acquisition
                     costs (other than Acquisition Costs in an aggregate
                     amount not exceeding (pound)30,000,000 (or its equivalent
                     in other currencies) for all periods since the Closing
                     Date) for all businesses, companies or shares acquired by
                     any member of the Group and the amount of all Joint
                     Venture Investments in each case actually paid or
                     contractually required to be paid by members of the Group
                     during such period;

           (v)       minus all advance corporation tax, mainstream corporation
                     tax and withholding tax actually falling due for payment
                     during such period;

           (vi)      plus the Original Sterling Amount of any Tranche E
                     Utilisations drawndown during such period less any amount
                     standing to the credit of the Capex Blocked Account on
                     the last day of such period;

           (vii)     plus the amount of any cash held by members of the Group
                     on the first day of such period after deducting therefrom
                     the aggregate of the Original Sterling Amount of any
                     Tranche D Utilisations and the Sterling Equivalent of any
                     Ancillary Outstanding and the Sterling Equivalent of any
                     other cash Borrowings made by members of the Group (not
                     being under the Finance Documents), in each case
                     outstanding on such day, provided that such sum shall not
                     be a negative number;

           (viii)    minus the amount of all dividends, redemptions and other
                     distributions paid or which have become due and payable
                     by any member of the Group during such period on, of or
                     in respect of any of its share capital not held by a
                     member of the Group;

           (ix)      minus (to the extent not taken into account in
                     calculating Consolidated EBIT for such period and not
                     otherwise deducted in this definition) all amounts paid
                     or contractually required to be paid by any member of the
                     Group to or for the account of any joint venture or other
                     person in which the Group has an ownership interest but
                     which is not a member of the Group during such period and
                     minus the amount by which profit of any joint ventures or
                     such other persons included in Consolidated EBIT for such
                     period exceeds the amount of such profit distributed or
                     otherwise made available in cash to members of the Group
                     during such period;

           (x)       minus any increase or plus any decrease in Consolidated
                     Net Working Investment between the Accounting Dates at
                     the beginning and end of such period;

           (xi)      plus all Restructuring Costs paid in cash by members of
                     the Group during such period;

           (xii)     minus the amount of any loans to, acquisitions of shares
                     or other investments in any Joint Venture made during
                     such period by any member of the Group which do not
                     constitute Joint Venture Investments and plus the amount
                     received in cash by any member of the Group during such
                     period in repayment or prepayment of any such loan or by
                     way of dividend or interest or redemption from any such
                     Joint Venture.

           "Consolidated EBIT" for any period means the profit of the Group
           for such period:

           (i)       before deducting advance corporation tax, mainstream
                     corporation tax and their equivalents in any relevant
                     jurisdiction;

           (ii)      before deducting amortisation of any goodwill arising
                     from the Acquisition or any other permitted acquisition
                     and the amortisation of any Acquisition Costs;

           (iii)     before taking into account Interest accrued as an
                     obligation of or owed to any member of the Group, in each
                     case whether or not paid, deferred or capitalised during
                     such period;

           (iv)      after deducting any gain over book value arising in
                     favour of the Group or before deducting any loss against
                     book value incurred by the Group on the sale, lease or
                     other disposal of any asset (other than on the sale of
                     trading stock) during such period and any gain arising on
                     revaluation of any asset during such period, in each case
                     to the extent that it would otherwise be taken into
                     account;

           (v)       after adding back currency exchange losses (to the extent
                     otherwise deducted) or after deducting currency exchange
                     gains (to the extent otherwise included) arising from the
                     conversion of assets or liabilities denominated in
                     currencies other than Sterling; and

           (vi)      after adding back to the extent deducted, Restructuring
                     Costs.

           "Consolidated EBITDA" for any period means Consolidated EBIT for
           such period before deducting any amortisation or depreciation.

           "Consolidated Net Interest Payable" for any period means the
           Interest accrued during such period as an obligation of any member
           or members of the Group (whether or not paid or capitalised during
           or deferred for payment after such period but after taking into
           account Interest receivable (net of withholding Tax) by any member
           of the Group on any bank deposits which is not more than 30 days
           overdue, adjusted to take account of any amount constituting
           Interest receivable by any members of the Group (after deducting
           all withholding Taxes applicable thereto) under interest rate
           and/or currency hedging agreements or instruments under which all
           parties are in compliance with their material obligations.

           "Consolidated Net Working Investment" as at any Accounting Date
           means Consolidated Current Commercial Assets as at such Accounting
           Date minus Consolidated Current Commercial Liabilities as at such
           Accounting Date. For this purpose:

           (i)       "Consolidated Current Commercial Assets" as at any
                     Accounting Date means all of the current assets (other
                     than Cash, Cash Equivalent Investments, credits
                     receivable for advance corporation tax, mainstream
                     corporation tax or withholding tax suffered, Deferred
                     Costs, Interest receivable and repayments of Borrowings
                     within paragraphs (a), (c) or (i) of the definition of
                     that term in Clause 1.1) of the Group as at such
                     Accounting Date;

           (ii)      "Consolidated Current Commercial Liabilities" as at any
                     Accounting Date means all of the current liabilities
                     (excluding Borrowings within paragraph (a), (b), (c),
                     (d), (f), (g), (h) and (i) (unless consisting of a
                     liability in relation to items falling within paragraph
                     (e)) of the definition of Borrowings in Clause 1.1) and
                     any accrued or unpaid Interest and excluding any
                     liabilities payable in respect of advance corporation
                     tax, mainstream corporation tax and their equivalents in
                     any relevant jurisdiction and dividends, redemptions and
                     other distributions payable to shareholders of the
                     Company and any fee payable to Doughty Hanson & Co
                     Limited by the Company pursuant to the Shareholders
                     Agreement and any other fees payable in connection with
                     the Acquisition or the financing thereof of the Group as
                     at such Accounting Date.

           "Consolidated Net Worth" means at any time the aggregate of:

           (i)       the amount (including share premium amount) paid up or
                     credited as paid up on the issued share capital of the
                     Company;

           (ii)      the amount standing to the credit of the consolidated
                     revenue reserves of the Group (other than a reserve set
                     up for goodwill arising at Closing in respect of the
                     Acquisition and Acquisition Costs);

           based on the Balance Sheet but:

           (i)       adding back (to the extent otherwise deducted) the amount
                     of any Acquisition Costs written off after Closing up to
                     an amount equal to (pound)30,000,000 (or its equivalent
                     in other currencies) plus all Security Costs or goodwill
                     arising on any acquisition permitted pursuant to Clause
                     21.15;

           (ii)      plus any amount standing to the credit and minus any
                     amount standing to the debit of the profit and loss
                     account for the Group for the period ending on the date
                     of the Balance Sheet (and adding back any goodwill
                     arising in respect of the Acquisition or any subsequent
                     acquisition permitted under Clause 21.15 written off
                     through the profit and loss account since the Closing
                     Date);

           (iii)     excluding any amount attributable to a revaluation of
                     assets (including, without limitation, intangibles) after
                     31st December, 1997 or, in the case of assets of a
                     company which becomes a member of the Group after the
                     Closing Date, the date on which that company becomes a
                     member of the Group;

           (iv)      before taking into account the effect on reserves of any
                     deferred tax which has been included in the annual profit
                     and loss account of the Group for any period ending on or
                     before the Balance Sheet date;

           (v)       minus (to the extent otherwise included) the amount
                     attributable to the interests of outside holders of any
                     issued share capital in any member of the Group other
                     than the Company;

           (vi)      minus the amount of any write-back of those provisions
                     and excluding fair value adjustment which existed or were
                     made on the Closing Date; and

           (vii)     provided that for the purpose of the calculation of
                     Consolidated Net Worth changes in the capital value of
                     assets and liabilities due to foreign exchange rate
                     movements which would not be included in the calculation
                     of Consolidated EBIT by virtue of paragraph (v) thereof
                     shall be disregarded and the Group's consolidated balance
                     sheet shall be adjusted to show Consolidated Net Worth
                     calculated in Sterling using the exchange rates used in
                     the preparation of the closing balance sheet prepared by
                     PricewaterhouseCoopers.

           "Consolidated Total Debt Service" for any period means Consolidated
           Net Interest Payable for such period:

           (i)       plus the amount of any reduction in any Repayment
                     Instalment which fell (or would otherwise have fallen)
                     due during such period caused by a mandatory prepayment
                     made pursuant to this Agreement in any previous period;

           (ii)      plus all Borrowings (excluding Borrowings within
                     paragraphs (d) and/or (e) of the definition of Borrowings
                     in Clause 1.1, documentary credits to the extent issued
                     in respect of trade credit only and excluding any
                     voluntary prepayments pursuant to Clause 9) of members of
                     the Group which fell due for repayment during such period
                     (whether or not paid during or deferred for payment after
                     such period), but excluding any principal amount which
                     fell due under any overdraft, working capital or
                     revolving credit facility and which was available for
                     simultaneous redrawing according to the terms of such
                     facility or of a similar facility or under the Tranche D
                     Facility.

           "Restructuring Costs" means:

           (i)       those costs incurred by members of the Group in any
                     period in any reorganisation envisaged in the Structure
                     Memorandum, to the extent that the aggregate amount of
                     such costs in any period and any Restructuring Costs
                     incurred in any previous period do not exceed
                     (pound)250,000 (or its equivalent in other currencies);

           (ii)      any other non-recurring costs incurred by members of the
                     Group in an aggregate amount not exceeding (pound)250,000
                     (or its equivalent in other currencies) in any period and
                     (pound)1,000,000 (or its equivalent in other currencies)
                     in aggregate from the period from the Closing Date until
                     the Final Maturity Date involved in rationalising or
                     restructuring the business which would be considered as
                     exceptional costs under the Applicable Accounting
                     Principles and separately disclosed in the profit and
                     loss statement, and which have been charged in the profit
                     and loss account in arriving at Consolidated EBIT.

           "Total Net Debt" at any time means the aggregate at that time of
           all Borrowings of members of the Group (other than contingent
           liabilities under any letter of credit, bond or guarantee save to
           the extent that such contingent liability is backstopping an amount
           of Borrowings which are then actually outstanding) minus the cash
           or Cash Equivalent Investments held by members of the Group which
           are Obligors.

           "Total Net Senior Debt" at any time means the aggregate at that
           time of all Borrowings of members of the Group under the Senior
           Finance Documents (other than any contingent liability under any
           Documentary Credit save to the extent that such contingent
           liability is backstopping an amount of Borrowings which are then
           actually outstanding) minus the cash or Cash Equivalent Investments
           held by members of the Group which are Obligors.

(b)        (i)       All the terms defined in paragraph (a) above are to be
                     determined on a consolidated basis and (except as
                     expressly included or excluded in the relevant
                     definition) in accordance with the Applicable Accounting
                     Principles and as determined from the consolidated
                     Accounts of the Group for the relevant periods delivered
                     pursuant to Clause 21.2.

           (ii)      For the purposes of this Clause 22 no item shall be
                     deducted or credited more than once in any calculation.

22.2       Financial Covenants

           The Obligors shall procure that:

           (a)       Consolidated EBIT to Consolidated Net Interest Payable:

                     Consolidated EBIT for any period comprising an annual
                     Accounting Period of the Group or four (or less taking
                     into account the provisions of Clause 22.4) consecutive
                     quarterly Accounting Periods of the Group (taken together
                     as one period) ending on any Accounting Date specified in
                     the table below, shall not be less than Y times
                     Consolidated Net Interest Payable for such period, where
                     Y has the value indicated for such Accounting Date in
                     such table:

                     Accounting Date (before any adjustment)              Y
                     31st March, 1999                                     1.20
                     30th June, 1999                                      1.20
                     30th September, 1999                                 1.20
                     31st December, 1999                                  1.23
                     31st March, 2000                                     1.25
                     30th June, 2000                                      1.25
                     30th September, 2000                                 1.35
                     31st December, 2000                                  1.40
                     31st March, 2001                                     1.45
                     30th June, 2001                                      1.50
                     30th September, 2001                                 1.55
                     31st December, 2001                                  1.60
                     31st March, 2002                                     1.65
                     30th June, 2002                                      1.70
                     30th September, 2002                                 1.75
                     31st December, 2002                                  1.80
                     31st March, 2003                                     1.85
                     30th June, 2003                                      1.90
                     30th September, 2003                                 1.95
                     31st December, 2003                                  2.00
                     31st March, 2004                                     2.05
                     30th June, 2004                                      2.05
                     30th September, 2004                                 2.10
                     31st December, 2004                                  2.10
                     31st March, 2005                                     2.15
                     30th June, 2005                                      2.15
                     30th September, 2005                                 2.20
                     31st December, 2005                                  2.20
                     31st March, 2006                                     2.20
                     30th June, 2006                                      2.20
                     30th September, 2006                                 2.20
                     31st December, 2006                                  2.20
                     31st March, 2007                                     2.20
                     30th June, 2007                                      2.20
                     30th September, 2007                                 2.20

           (b)       Consolidated Cash Flow to Consolidated Total Debt Service:

                     Consolidated Cash Flow for any period comprising an
                     annual Accounting Period of the Group or four (or less
                     taking into account the provisions of Clause 22.4)
                     consecutive quarterly Accounting Periods of the Group
                     (taken together as one period) ending on any Accounting
                     Date specified in the table below, shall not be less than
                     Y times Consolidated Total Debt Service for such period,
                     where Y has the value indicated for such Accounting Date
                     in such table:

                     Accounting Date (before any adjustment)               Y
                     31st March, 1999                                      1.00
                     30th June, 1999                                       1.00
                     30th September, 1999                                  1.00
                     31st December, 1999                                   1.00
                     31st March, 2000                                      1.00
                     30th June, 2000                                       1.00
                     30th September, 2000                                  1.00
                     31st December, 2000                                   1.00
                     31st March, 2001                                      1.00
                     30th June, 2001                                       1.00
                     30th September, 2001                                  1.00
                     31st December, 2001                                   1.00
                     31st March, 2002                                      1.00
                     30th June, 2002                                       1.00
                     30th September, 2002                                  1.00
                     31st December, 2002                                   1.00
                     31st March, 2003                                      1.00
                     30th June, 2003                                       1.00
                     30th September, 2003                                  1.00
                     31st December, 2003                                   1.00
                     31st March, 2004                                      1.00
                     30th June, 2004                                       1.00
                     30th September, 2004                                  1.00
                     31st December, 2004                                   1.00
                     31st March, 2005                                      1.00
                     30th June, 2005                                       1.00
                     30th September, 2005                                  1.00
                     31st December, 2005                                   1.00
                     31st March, 2006                                      1.00
                     30th June, 2006                                       1.00
                     30th September, 2006                                  1.00
                     31st December, 2006                                   1.00
                     31st March, 2007                                      1.00
                     30th June, 2007                                       1.00
                     30th September, 2007                                  1.00

           (c)       Total Net Debt to Consolidated Net Worth:

                     Total Net Debt shall not be more than Y times
                     Consolidated Net Worth of the Group on any of the
                     Accounting Dates in Column A below, where Y has the value
                     set out in Column B below opposite such Accounting Date:

<TABLE>
<CAPTION>

                                         Column A                             Column B
                                     Accounting Date                   Consolidated Net Worth
<S>                  <C>                                                  <C>
                     30th June, 1999                                            3.00
                     31st December, 1999                                        2.85
                     30th June, 2000                                            2.70
                     31st December, 2000                                        2.60
                     30th June, 2001                                            2.50
                     31st December, 2001                                        2.40
                     30th June, 2002                                            1.80
                     31st December, 2002                                        1.80
                     30th June, 2003                                            1.50
                     31st December, 2003                                        1.50
                     30th June, 2004                                            1.50
                     31st December, 2004                                        1.50
                     30th June, 2005                                            1.50
                     31st December, 2005                                        1.50
                     30th June, 2006                                            1.50
                     31st December, 2006                                        1.50
                     30th June, 2007                                            1.50
</TABLE>

           (d)       Total Net Senior Debt to Consolidated EBITDA:

                     Total Net Senior Debt as at each of the Accounting Dates
                     indicated in the table below shall not be more than Y
                     times Consolidated EBIT for any period comprising an
                     annual Accounting Period of the Group or four consecutive
                     quarterly Accounting Periods of the Group (taken together
                     as one period), where Y has the value indicated for such
                     Accounting Date in the table below:
<TABLE>
<CAPTION>

                     Accounting Date (before any adjustment)               Y
<S>                  <C>                                                <C>
                     30th June, 1999                                       4.80
                     31st December, 1999                                   4.50
                     30th June, 2000                                       4.50
                     31st December, 2000                                   4.00
                     30th June, 2001                                       3.90
                     31st December, 2001                                   3.50
                     30th June, 2002                                       2.90
                     31st December, 2002                                   2.90
                     30th June, 2003                                       2.40
                     31st December, 2003                                   2.40
                     30th June, 2004                                       2.40
                     31st December, 2004                                   2.40
                     30th June, 2005                                       2.40
                     31st December, 2005                                   2.40
                     30th June, 2006                                       2.40
                     31st December, 2006                                   2.40
                     30th June, 2007                                       2.40
</TABLE>

22.3       Capital Expenditure

(a)        In respect of each period from the Closing Date to the date set out
           in the first line of column (1) below and in respect of each of the
           annual Accounting Periods ending on or about the dates set out in
           the second line onwards of column (1) below (each an "Expenditure
           Period") the Company will procure that the Group taken as a whole
           will not (a) purchase, lease (by finance lease) or make Capital
           Expenditure (save to the extent acquired or funded from amounts
           standing to the credit of the Disposals Account) on assets or (b)
           make Joint Venture Investments (excluding any Joint Venture
           Investment in the Kelly Air Force Base Joint Venture or any Joint
           Venture Investment permitted by Clause 21.34(a)(ii)), in an
           aggregate amount for each such Expenditure Period in excess of one
           hundred and fifteen per cent. (115%) of the amount set out in
           column (2) below opposite the relevant Expenditure Period:

<TABLE>
<CAPTION>

                    (1)                                      (2)
            Expenditure Period                       Capital Expenditure
                                          (pound) (or equivalent in other currencies)
<S>      <C>                                       <C>
         31st December, 1998                               19,300,000
         31st December, 1999                               23,800,000
         31st December, 2000                               24,500,000
         31st December, 2001                               21,300,000
         31st December, 2002                               22,300,000
         31st December, 2003                               22,600,000
         31st December, 2004                               23,500,000
         31st December, 2005                               24,500,000
         31st December, 2006                               25,500,000
         31st December, 2007                               26,500,000
</TABLE>

           Provided that if for the relevant Expenditure Period referred to in
           column (1) above the Company is in compliance with its obligations
           under Clause 22.2 on the Accounting Date as at the end of such
           Expenditure Period, up to 25 per cent. (25%) of the amount of any
           such Capital Expenditure limit specified in column (2) not utilised
           in any such Expenditure Period may be carried forward for one
           Expenditure Period only and added (otherwise than for the purposes
           of the further application of this proviso) to the Capital
           Expenditure limit for the next Expenditure Period specified in
           column (2).

(b)        In respect of each period measured from the date on which members
           of the Group first start making Joint Venture Investments in the
           Kelly Air Force Base Joint Venture (the "Kelly Expenditure Period")
           specified in Column (1) below the Company will procure that the
           Group taken as a whole will not incur Capital Expenditure on or
           make Joint Venture Investments in the Kelly Air Force Base Joint
           Venture in an aggregate amount for each Kelly Expenditure Period in
           excess of one hundred and fifteen per cent. (115%) of the amount
           set out in Column (2) below opposite the relevant Kelly Expenditure
           Period:

<TABLE>
<CAPTION>

                                  (1)                                                (2)
                       Kelly Expenditure Period                              Capital Expenditure
          months from commencing Joint Venture Investments in       (pound) (or equivalent in other currencies)
             Kelly Air Force Base Joint Venture agreement
<S>                             <C>                                            <C>
                                0 - 12                                            8,700,000
                                12 - 24                                           2,200,000
                                24 - 36                                           1,300,000
                                36 - 48                                           1,300,000
                                48 - 60                                           1,300,000
                                60 - 72                                           1,300,000
                                72 - 84                                           1,300,000
                                84 - 96                                           1,300,000
                               96 - 108                                           1,300,000
</TABLE>

22.4       Periods

(a)        Where any of the periods referred to in Clauses 22.2 would
           otherwise commence before the Closing Date, such period shall
           instead commence on the Closing Date (and the part falling before
           the Closing Date shall be ignored), subject to paragraph (b) below.

(b)        The first period referred to in Clause 22.2(a) and (d) shall
           commence on 1st April, 1998 and the second period shall commence on
           1st July, 1998. For the purposes of Clause 22.2(a) where any period
           commences before the Closing Date (such part of the period being
           the "Pre-Closing Period") Consolidated Net Interest Payable shall
           be deemed to have accrued during the Pre-Closing Period at the same
           average daily rate as Consolidated Net Interest Payable accrued
           during the part of such period falling on and after the Closing
           Date, and the amount of Consolidated Net Interest Payable during
           such period shall be calculated by the Company and agreed with the
           Facility Agent accordingly (or in the absence of agreement shall be
           as calculated by the Auditors).

23.        DEFAULT

23.1       Events of Default

           Each of the events set out in this Clause 23.1 is an Event of
           Default (whether or not caused by any reason whatsoever outside the
           control of any Obligor or any other person).

           (a)       Non-payment: an Obligor does not pay on the due date any
                     amount payable by it under any Senior Finance Document at
                     the place and in the funds and currency in which it is
                     expressed to be payable unless (i) the unpaid amount (not
                     being an amount of principal of or interest on any
                     Utilisation or any fee referred to in Clause 25) is paid
                     in full within 5 Business Days of demand, or (ii) the
                     Facility Agent is satisfied that the failure to pay is
                     due solely to technical or administrative delays in the
                     transmission of funds and the relevant amount is paid in
                     full within 3 Business Days of the due date; or

           (b)       Breach of other obligations: an Obligor does not comply
                     with any provision of:

                     (i)       Clauses 21.6, 21.7, 21.8, 21.15, 21.17, 21.18,
                               21.19, 21.27(a)(i), 21.36 or 22.2; or

                     (ii)      any Senior Finance Document (other than a
                               provision referred to in paragraphs (a) or
                               (b)(i) above) and, if such default is capable
                               of remedy within such period, within 21 days
                               after the earlier of the Company or any of the
                               Executives becoming aware of such default and
                               receipt by the relevant Obligor of written
                               notice from the Facility Agent requiring the
                               failure to be remedied, such Obligor shall have
                               failed to cure such default, provided that such
                               Obligor shall not have any such 21 day remedy
                               period where in the Facility Agent's reasonable
                               opinion it would be materially prejudicial to
                               the interests of the Lenders under the Senior
                               Finance Documents to wait to determine whether
                               or not such Obligor would remedy any such
                               failure; or

           (c)       Misrepresentation: a representation, warranty or
                     statement made or repeated by or on behalf of any Obligor
                     (in the case of statements, made in circumstances such
                     that the recipient could reasonably be expected to rely
                     on its accuracy), in any Senior Finance Document or in
                     any document delivered by or on behalf of any Obligor
                     under or in connection with any Senior Finance Document,
                     is incorrect in any respect when made or deemed to be
                     made or repeated by reference to the facts and
                     circumstances then subsisting and, if the facts and
                     circumstances causing such misrepresentation are in the
                     reasonable opinion of the Majority Lenders capable of
                     remedy within such period, within 21 days after the
                     earlier of the Company or any of the Executives becoming
                     aware of such misrepresentation and receipt by such
                     Obligor of written notice from the Facility Agent
                     requiring the facts and circumstances causing such
                     misrepresentation to be remedied, such Obligor shall have
                     failed to remedy such facts and circumstances; or

           (d)       Cross-default:

                     (i)       any Borrowings of a member or any members of
                               the Group (taken together) aggregating
                               (pound)2,000,000 (or its equivalent in other
                               currencies) or more at any one time outstanding
                               become due and payable or due for redemption
                               before their normal maturity date by reason of
                               the occurrence of an event of default
                               (howsoever characterised) or any event having
                               the same effect; or

                     (ii)      any Borrowings of any member or members of the
                               Group (taken together) aggregating
                               (pound)2,000,000 (or its equivalent in other
                               currencies) or more are not paid when due
                               (whether falling due by demand, at scheduled
                               maturity or otherwise) or within any applicable
                               grace period provided for in the original
                               document evidencing or constituting those
                               Borrowings; or

                     (iii)     any Borrowings of a member or any members of
                               the Group (taken together) aggregating
                               (pound)5,000,000 (or its equivalent in other
                               currencies) or more at any one time outstanding
                               become capable of being declared due and
                               payable or due for redemption before their
                               normal maturity date or are placed on demand by
                               reason of the occurrence of an event of default
                               (howsoever characterised) or any event having
                               the same effect,

                     PROVIDED THAT for a period of 30 days from the Closing
                     Date there shall be no Default or Event of Default under
                     paragraph (d)(i) above if Borrowings of members of the
                     Group (taken together) aggregating more than
                     (pound)2,000,000 (or its equivalent in other currencies)
                     but less than (pound)10,000,000 (or its equivalent in
                     other currencies) have become capable of being declared
                     prematurely due and payable or are put on demand by
                     reason of a change of control of any member of the Target
                     Group or the transactions provided for in the Acquisition
                     Agreements but have not yet been demanded or become due
                     but unpaid, where an amount of the Tranche D Commitments
                     at least equal to the amount of such Borrowings capable
                     of being declared prematurely due and payable or which
                     have been put on demand is undrawn and PROVIDED FURTHER
                     THAT the terms of this proviso will not waive and are
                     without prejudice to any Default or Event of Default
                     which arises at the end of such 30 day period as a result
                     of any such Borrowings;

           (e) Invalidity:

                     (i)       any of the Finance Documents ceases to be in
                               full force and effect in any material respect
                               or, subject to the Reservations, (i) ceases to
                               constitute the legal, valid and binding
                               obligation of any Obligor party to it or, (ii)
                               in the case of any Security Document, fails to
                               provide valid and enforceable security in
                               favour of the Security Agent and the Lenders
                               over the assets over which security is intended
                               to be given by that Security Document, in each
                               case in a manner and to an extent reasonably
                               considered by the Majority Lenders to be
                               materially adverse to their interests under the
                               Senior Finance Documents and where, if such
                               unlawfulness is capable of remedy within such
                               period, within 21 days after the earlier of the
                               Company or any of the Executives becoming aware
                               of such unlawfulness and receipt by the
                               relevant Obligor of written notice from the
                               Facility Agent requiring the failure to be
                               remedied such Obligor shall have failed to cure
                               such unlawfulness, provided that such Obligor
                               shall not have any such 21 day remedy period
                               where in the Facility Agent's reasonable
                               opinion it would be materially prejudicial to
                               the interests of the Lenders under the Senior
                               Finance Documents to wait to determine whether
                               or not such Obligor would remedy any such
                               unlawfulness; or

                     (ii)      it is unlawful for any Obligor to perform any
                               of its material obligations under any of the
                               Finance Documents (save to the extent that such
                               unlawfulness relates only to the obligations of
                               an Obligor under any of the Security Documents
                               and would not be reasonably likely materially
                               and adversely to affect the legality, validity
                               or enforceability of (A) any security over
                               shares, or (B) any assignment of or charge over
                               rights under the Acquisition Agreements or any
                               intra-Group loan set up at Closing, or (C) the
                               security (taken as a whole) given by a Material
                               Group Subsidiary) and where in the case of
                               unlawfulness affecting an Obligor's obligations
                               under a Security Document, if such unlawfulness
                               is capable of remedy within such period, within
                               21 days after the earlier of the Company or any
                               of the Executives becoming aware of such
                               unlawfulness and receipt by the relevant
                               Obligor of written notice from the Facility
                               Agent requiring the failure to be remedied such
                               Obligor shall have failed to cure such
                               unlawfulness, provided that such Obligor shall
                               not have any such 21 day remedy period where in
                               the Facility Agent's reasonable opinion it
                               would be materially prejudicial to the
                               interests of the Lenders under the Senior
                               Finance Documents to wait to determine whether
                               or not such Obligor would remedy any such
                               unlawfulness; or

                     (iii)     any Obligor alleges in writing that any Finance
                               Document is ineffective or invalid; or

           (f) Insolvency:

                     (i)       any Obligor or any Material Group Subsidiary
                               is, or is deemed or declared for the purposes
                               of any law to be, unable to pay its debts as
                               they fall due or to be insolvent, or admits in
                               writing its inability to pay its debts as they
                               fall due, save where such Obligor or such
                               Material Group Subsidiary is deemed to be
                               insolvent solely under Section 123(1)(a) of the
                               Insolvency Act 1986 in circumstances where it
                               is contesting the relevant debt in good faith
                               and with due diligence; or

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

                     (iii)     any Obligor or any Material Group Subsidiary by
                               reason of financial difficulties, begins
                               negotiations with its creditors generally with
                               a view to the readjustment or rescheduling of
                               any of its indebtedness; or

           (g) Insolvency proceedings:

                     (i)       any step (including petition, proposal or
                               convening a meeting) is taken by, or on behalf
                               of, any Obligor or any Material Group
                               Subsidiary with a view to a composition,
                               assignment or arrangement with any creditors of
                               any Obligor or any Material Group Subsidiary;
                               or

                     (ii)      a meeting of any Obligor or any Material Group
                               Subsidiary is convened for the purpose of
                               considering any resolution for (or to petition
                               for) its winding-up or its administration or
                               any such resolution is passed (not being the
                               solvent liquidation of any Obligor or any
                               Material Group Subsidiary which is not an
                               Obligor and which would not have a Material
                               Adverse Effect); or

                     (iii)     any person presents a petition for the
                               winding-up or for the administration of any
                               Obligor or any Material Group Subsidiary (not
                               being a frivolous or vexatious petition and not
                               being the solvent liquidation of any Obligor or
                               of any Material Group Subsidiary which is not
                               an Obligor and which would not have a Material
                               Adverse Effect); or

                     (iv)      any order for the winding-up or administration
                               of any Obligor or any Material Group Subsidiary
                               is made (not being the solvent liquidation of a
                               member of the Group which is not an Obligor and
                               which would not have a Material Adverse
                               Effect); or

                     (v)       any other step (including petition, resolution,
                               proposal or convening a meeting) is taken by or
                               on behalf of any Obligor or any Material Group
                               Subsidiary with a view to the rehabilitation,
                               administration, custodianship, liquidation,
                               winding-up or dissolution of any Obligor or any
                               Material Group Subsidiary or any other
                               insolvency proceedings involving any Obligor or
                               any Material Group Subsidiary,

                     save where (A) in the case of any such step or action,
                     other than the convening of a meeting to consider any
                     resolution or petition for its administration or the
                     presentation of a petition or making of an order for its
                     administration, the relevant Obligor or Material Group
                     Subsidiary demonstrates to the Majority Lenders'
                     satisfaction that the action has been dismissed or
                     revoked within 21 days, and (B) the Majority Lenders
                     (acting reasonably) are satisfied that it would not be
                     materially prejudicial to the interests of the Lenders
                     under the Senior Finance Documents to wait to determine
                     whether or not such step or action would be dismissed or
                     revoked within 21 days; or

           (h) Appointment of receivers and managers:

                     (i)       any liquidator, trustee in bankruptcy, judicial
                               custodian, compulsory manager, receiver,
                               administrative receiver, administrator or the
                               like is appointed in respect of any Obligor or
                               any Material Group Subsidiary or any material
                               part of its assets; or

                     (ii)      the directors of any Obligor or any Material
                               Group Subsidiary requests the appointment of a
                               liquidator, trustee in bankruptcy, judicial
                               custodian, compulsory manager, receiver,
                               administrative receiver, administrator or the
                               like in respect of any Obligor or any Material
                               Group Subsidiary or its assets; or

                     (iii)     any other steps are taken to enforce any
                               Encumbrance over any part of the assets of any
                               Obligor or any Material Group Subsidiary, save
                               where that Obligor or Material Group Subsidiary
                               is in good faith contesting such enforcement by
                               appropriate proceedings and the Majority
                               Lenders acting reasonably are satisfied that
                               the ability of any Obligor to comply with its
                               obligations under any Finance Document will not
                               be materially and adversely affected; or

           (i)       Creditors' process: any attachment, sequestration,
                     distress or execution affects any assets of any Obligor
                     or any Material Group Subsidiary having an aggregate
                     value of (pound)2,000,000 (or its equivalent in other
                     currencies), and is not discharged within 21 days; or

           (j) U.S. Bankruptcy:

                     (i)       any Obligor or any Material Group Subsidiary
                               shall commence a voluntary case under the U.S.
                               Bankruptcy Code, or an involuntary case is
                               commenced under the U.S. Bankruptcy Code
                               against that member and the petition is not
                               controverted within 10 days and is not
                               dismissed within 30 days, after commencement of
                               the case, or a custodian, receiver, trustee or
                               similar officer is appointed for, or takes
                               charge of, all or substantially all of the
                               property of that Obligor; or

                     (ii)      any U.S. Obligor (A) is dissolved or
                               liquidated, or (B) fails or is unable to pay
                               its debts generally as they become due, or (C)
                               commences a voluntary case in bankruptcy or any
                               other action or proceeding for any other relief
                               under any law affecting creditors' rights that
                               is similar to a bankruptcy law or (D) consents
                               by answer or otherwise to the commencement
                               against it of an involuntary case in bankruptcy
                               or any other such action or proceeding; or a
                               court enters an order for relief or a decree in
                               an involuntary case in bankruptcy or any other
                               such action or proceeding, or a receiver,
                               trustee or similar official is appointed in
                               respect of any U.S. Obligor or any of its
                               respective property, and that order or decree
                               is not dismissed or stayed or that appointment
                               is not terminated, on or before the sixtieth
                               day after the entry of the order or decree or
                               after the appointment (as the case may be) or
                               any such dismissal or stay ceases to remain in
                               effect; or

           (k)       Analogous Proceedings: there occurs in relation to any
                     Obligor or any Material Group Subsidiary any event in any
                     jurisdiction in which such Obligor or such Material Group
                     Subsidiary is incorporated or carries on business which,
                     in the reasonable opinion of the Majority Lenders,
                     corresponds or is analogous to any of the events referred
                     to in paragraphs (f) to (j) inclusive above; or

           (l)       Insolvent Group Member: members of the Group, the
                     aggregate of whose gross assets, pre-tax profits or
                     turnover, exceeds five per cent. of the gross assets,
                     Consolidated EBIT or turnover, as the case may be, of the
                     Group become Insolvent Group Members in each case
                     calculated in accordance with the Applicable Accounting
                     Principles and by reference to the latest audited or
                     management accounts of the relevant members of the Group
                     prior to them becoming Insolvent Group Members and the
                     latest consolidated Accounts of the Group delivered
                     pursuant to Clause 21.2; or

           (m)       Ownership of the Obligors: any Obligor (other than the
                     Company) is not or ceases to be a wholly-owned Subsidiary
                     of the Company other than as contemplated by this
                     Agreement; or

           (n)       Control:

                     (i)       any single person, or group of persons acting
                               in concert (as defined in the City Code of
                               Takeovers and Mergers) other than the Investors
                               initially party to the Shareholders Agreement
                               (or funds managed by Doughty Hanson & Co.
                               Limited) acquires control (as defined in
                               Section 416 of the Income and Corporation Taxes
                               Act 1988) of the Company after the date of this
                               Agreement or becomes interested in shares
                               carrying the right to fifty per cent. or more
                               of the votes at general meetings of the
                               Company; or

                     (ii)      funds managed by Doughty Hanson & Co. Limited
                               cease to hold the largest economic interest in
                               the Company; or

                     (iii)     funds managed by Doughty Hanson & Co. Limited
                               and investors in any such funds cease to hold
                               in aggregate at least 50.1 per cent. of the
                               voting shares of the Company; or

           (o)       Proceedings: there shall occur any litigation,
                     arbitration, administrative, regulatory or other
                     proceedings or enquiry (including without limitation, any
                     such by any monopoly, anti-trust or competition authority
                     or commission, or any equivalent body in the European
                     Commission or any division of any thereof or authority
                     deriving power from any thereof) concerning or arising in
                     consequence of any of the Transaction Documents and/or
                     the implementation of any matter or transaction provided
                     for in the Transaction Documents and the same has in the
                     reasonable opinion of the Majority Lenders a Material
                     Adverse Effect or an effect which is, or is reasonably
                     likely to be, materially adverse to the legality,
                     validity or enforceability of any Security Document
                     providing for security over shares or the assignment of
                     (or charge over) rights under the Acquisition Agreements
                     or a material adverse effect on the legality, validity or
                     enforceability of the security (taken as a whole) granted
                     by any Material Group Subsidiary pursuant to the Security
                     Documents; or

           (p)       Rescission: any party to the Acquisition Agreements or
                     the Shareholders Agreement rescinds any of those
                     agreements where to do so would materially and adversely
                     affect the interest of the Lenders under the Senior
                     Finance Documents; or

           (q)       Priority Agreement: any party to the Priority Agreement
                     (other than a Finance Party) fails to comply with its
                     material obligations under the Priority Agreement and in
                     the reasonable opinion of the Majority Lenders the
                     interests of the Lenders under the Senior Finance
                     Documents are likely to be materially and adversely
                     affected; or

           (r)       Audit qualification: the Auditors qualify their report on
                     any audited consolidated Accounts of the Group or any
                     Material Group Subsidiary in a manner which is material
                     in the context of the Senior Finance Documents and the
                     transactions contemplated thereby; or

           (s)       Subordinated Debt: any event of default occurs under any
                     of the Subordinated Finance Documents; or

           (t)       ERISA:

                     (i)       any U.S. Obligor or any Subsidiary of a U.S.
                               Obligor or any ERISA Affiliate has incurred or
                               is likely to incur a liability to or on account
                               of a Plan under that part of ERISA dealing with
                               fiduciary responsibility, Title IV of ERISA or
                               Section 4971 or 4975 of the Code, or any U.S.
                               Obligor or any Subsidiary has incurred or is
                               likely to incur liabilities pursuant to one or
                               more employee welfare benefit plans (as defined
                               in Section 3(1) of ERISA) subject to ERISA
                               which provide benefits to retired or terminated
                               employees (other than as required by Part 6 of
                               Subtitle B of Title I of ERISA) or employee
                               pension benefit plans (as defined in Section
                               3(2) of ERISA) subject to ERISA, and there
                               shall result from any such event or events the
                               imposition of a lien, the granting of a
                               security interest, or a liability or a material
                               risk of incurring a liability, which lien,
                               security interest or liability (or the
                               enforcement thereof) is reasonably likely to
                               have a Material Adverse Effect; or

                     (ii)      any U.S. Obligor, any Subsidiaries of a U.S.
                               Obligor or any ERISA Affiliate shall have
                               committed a failure described in Section
                               302(f)(1) of ERISA or Section 412(n)(1) of the
                               Code and the amount determined under Section
                               302(f)(3) of ERISA or Section 412(n)(3) of the
                               Code in respect of such failure shall be equal
                               to or greater than (pound)2,000,000 (or its
                               equivalent in other currencies); or

                     (iii)     any Reportable Event with respect to a Pension
                               Plan shall have occurred.

           (u)       Expropriation: the authority or ability of any Obligor or
                     any Material Group Company to conduct its business is
                     wholly or substantially curtailed by any seizure,
                     expropriation, nationalisation, intervention or other
                     action by or on behalf of any governmental or regulatory
                     authority; or

           (v)       Cessation: any Obligor or any Material Group Subsidiary
                     ceases, or threatens to cease to carry on all or a
                     substantial part of its business; or

           (w)       Security Documents: the Security Documents specified in
                     Schedule 7 Part II have not been executed by the relevant
                     members of the Group and delivered to the Security Agent
                     in each case in the agreed form, or any of the members of
                     the Group specified in Schedule 7 Part III have not
                     become an Additional Guarantor, in each case within 7
                     days of the Closing Date (and whether or not by reason of
                     any provision of law restricting or prohibiting the
                     relevant member of the Group from executing such Security
                     Documents or becoming an Additional Guarantor); or

           (x)       Material adverse change: any event or series of events
                     occurs which is, or is reasonably likely to be,
                     materially adverse to the business, assets or financial
                     condition of the Company and/or of any of the Operating
                     Divisions; or

           (y)       Listing: any of the shares in the Company or any shares
                     in any other member of the Group or in any Holding
                     Company of the Company are listed on any recognised or
                     reputable stock exchange or are sold or issued by way of
                     flotation or public offering.

23.2       Acceleration

           On and at any time after the occurrence of an Event of Default
           which is subsisting the Facility Agent may, and shall if so
           directed by the Majority Lenders, by notice to the Obligors' Agent:

           (a)       declare that an Event of Default has occurred; and/or

           (b)       cancel the Total Commitments; and/or

           (c)       declare that all or part of the Advances to some or all
                     of the Borrowers be payable on demand, whereupon they
                     shall immediately become payable on demand by the
                     Facility Agent (and if any such demand is subsequently
                     made those Advances, together with accrued interest and
                     all other amounts accrued under this Agreement, shall be
                     immediately due and payable); and/or

           (d)       declare that all or part of the Advances to some or all
                     of the Borrowers, together with accrued interest, and all
                     other amounts accrued under this Agreement be immediately
                     due and payable, whereupon they shall become immediately
                     due and payable; and/or

           (e)       require the payment to the Facility Agent of a sufficient
                     sum to cover the Outstanding Liability Amounts under some
                     or all outstanding Documentary Credits issued for the
                     account of some or all of the Borrowers, whereupon the
                     same shall become immediately due and payable by the
                     relevant Borrowers and, once paid, shall be held by the
                     Facility Agent in an interest bearing account for
                     application in reimbursing the LC Bank or the Lenders
                     forthwith for all payments made or to be made under such
                     outstanding Documentary Credits,

           Provided (I) that no action or determination by any of the Finance
           Parties shall be required in respect of any or all of the
           obligations and liabilities (whether actual or contingent) of any
           Obligor upon or at any time after the occurrence of an Event of
           Default specified in Clause 23.1(j)(ii) in respect of any U.S.
           Obligor and on the occurrence of any such Event of Default all of
           the obligations and liabilities of the Obligors shall become
           automatically and immediately due and payable and, (II) provided
           further that the Facility Agent (on the instructions of the
           Majority Lenders) can by notice to the Obligors rescind any such
           acceleration in whole or in part.

24.        THE AGENTs AND THE ARRANGER

24.1       Appointment and duties of the Agents

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

24.2       Role of the Arranger

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

24.3       Relationship

           The relationship between each Agent and the other Finance Parties
           is that of agent and principal only. Nothing in this Agreement
           (other than in relation to the Security Agent and the Security
           Documents) constitutes any Agent as trustee or fiduciary for any
           other Party or any other person and except where and to the extent
           otherwise stated in this Agreement such Agent need not hold in
           trust any moneys paid to it for a Party or be liable to account for
           interest on those moneys.

24.4       Majority Lenders' directions

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

24.5       Delegation

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

24.6       Responsibility for documentation

           Neither any Agent nor the Arranger is responsible to any other
           Party for:

           (a)       the execution, genuineness, validity, enforceability or
                     sufficiency of any Finance Document or any other
                     document;

           (b)       the collectability of amounts payable under any Finance
                     Document; or

           (c)       the accuracy of any statements (whether written or oral)
                     made in or in connection with any Finance Document (or in
                     any Report or information memorandum).

24.7       Default

(a)        No Agent is obliged to monitor or enquire as to whether or not a
           Default has occurred. No Agent will be deemed to have knowledge of
           the occurrence of a Default. However, if an Agent receives notice
           from a Party referring to this Agreement, describing the Default
           and stating that the event is a Default, it shall promptly notify
           the Lenders.

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

24.8       Exoneration

(a)        Without limiting paragraph (b) below, no Agent will be liable to
           any other Party for any action taken or not taken by it under or in
           connection with any Finance Document, unless directly caused by its
           gross negligence or wilful misconduct.

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

24.9       Reliance

           Each Agent may:

           (a)       rely on any notice or document believed by it to be
                     genuine and correct and to have been signed by, or with
                     the authority of, the proper person;

           (b)       rely on any statement made by a director or employee of
                     any person regarding any matters which may reasonably be
                     assumed to be within his knowledge or within his power to
                     verify; and

           (c)       engage, pay for and rely on legal or other professional
                     advisers selected by it (including those in such Agent's
                     employment and those representing a Party other than such
                     Agent).

24.10      Credit approval and appraisal

           Without affecting the responsibility of any Obligor for information
           supplied by it or on its behalf in connection with any Finance
           Document, each Lender confirms that it:

           (a)       has made its own independent investigation and assessment
                     of the financial condition and affairs of each Obligor
                     and its related entities in connection with its
                     participation in this Agreement and has not relied
                     exclusively on any information provided to it by any
                     Agent or the Arranger in connection with any Finance
                     Document; and

           (b)       will continue to make its own independent appraisal of
                     the creditworthiness of each Obligor and its related
                     entities while any amount is or may be outstanding under
                     the Finance Documents or any Commitment is in force.

24.11      Information

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

(b)        Each Agent shall, at the cost of the Company, promptly supply a
           Lender with a copy of each document received by such Agent under
           Clauses 4, 19.1(d) or 19.2(a) upon the request of that Lender.

(c)        Except where this Agreement specifically provides otherwise, no
           Agent is obliged to review or check the accuracy or completeness of
           any document it forwards to another Party.

(d)        Except as provided above, neither any Agent nor the Arranger has
           any duty:

           (i)       either initially or on a continuing basis to provide any
                     Lender with any credit or other information concerning
                     the financial condition or affairs of any Obligor or any
                     related entity of any Obligor whether coming into its
                     possession or that of any of its related entities before,
                     on or after the date of this Agreement; or

           (ii)      unless specifically requested to do so by a Lender where
                     the Facility Agent or such Lender is entitled to request
                     such certificates, documents or information in accordance
                     with this Agreement, to request any certificates or other
                     documents or information from any Obligor.

24.12      The Agents and Arranger individually

(a)        If it is also a Lender, each Agent and the Arranger has the same
           rights and powers under this Agreement as any other Lender and may
           exercise those rights and powers as though it were not an Agent or
           the Arranger, as the case may be.

(b)        Each Agent and the Arranger may:

           (i)       carry on any business with any Obligor or its related
                     entities;

           (ii)      act as agent or trustee for, or in relation to any
                     financing involving, any Obligor or its related entities;
                     and

           (iii)     retain any fees, profits or remuneration in connection
                     with its activities under this Agreement or in relation
                     to any of the foregoing.

24.13      Indemnities

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

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

(c)        The Company shall forthwith on demand reimburse each Lender for any
           payment made by it under paragraph (a) above.

24.14      Compliance

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

(b)        Without limiting paragraph (a) above, no Agent need disclose any
           information relating to any Obligor or any of its related entities
           if the disclosure might, in the opinion of such Agent, constitute a
           breach of any law or regulation or any duty of secrecy or
           confidentiality or be otherwise actionable at the suit of any
           person.

24.15      Resignation

(a)        Notwithstanding Clause 24.1, each Agent may resign (after
           consultation with the Company) by giving notice to the Lenders and
           the Company and may be removed by the Majority Lenders giving
           notice to such Agent and the Company. In that event the Majority
           Lenders, after consultation with the Company, may appoint a
           successor (a "Replacement") for such Agent which shall be a
           reputable and experienced bank, incorporated in England or having a
           branch in London.

(b)        If the Majority Lenders have not, within 30 days after any such
           notice, so appointed a Replacement which shall have accepted such
           appointment, the retiring Agent, after consultation with the
           Company, shall have the right to appoint a Replacement which shall
           be a reputable and experienced Lender incorporated in England or
           having a branch in London.

(c)        The resignation of the retiring Agent and the appointment of any
           Replacement shall, subject to Clause 24.15(d), both become
           effective upon the Replacement notifying all the parties hereto in
           writing that it accepts such appointment, whereupon the Replacement
           shall succeed to the position of the retiring Agent and the term
           "Agent", "Facility Agent" or "Security Agent" in all of the Senior
           Finance Documents shall include such Replacement where appropriate.
           This Clause 24 shall continue to benefit a retiring Agent in
           respect of any action taken or omitted by it hereunder while it was
           an Agent.

(d)        The resignation or removal of a Security Agent shall not become
           effective until the Facility Agent is satisfied that all things
           required to be done in order that the Security Documents or
           replacements therefor shall provide for effective and perfected
           security in favour of the replacement Security Agent have been
           done. The Obligors shall take such action as the Facility Agent may
           reasonably require in order that the Security Documents or
           replacements therefor shall provide for effective and perfected
           security in favour of any replacement Security Agent.

(e)        The retiring Agent shall make available to the Replacement such
           documents and records as the Replacement may reasonably request for
           the purpose of performing its function as the Facility Agent or
           Security Agent as the case may be.

24.16      Security Agent as Trustee

(a) The Security Agent in its capacity as trustee or otherwise:

           (i)       shall not be liable for any failure, omission, or defect
                     in perfecting the security constituted by any Security
                     Document or any security created thereby;

           (ii)      may accept without enquiry such title as any Obligor may
                     have to the property over which security is intended to
                     be created by any Security Document.

(b)        Save where the Security Agent holds a legal mortgage over, or over
           an interest in, real property or shares, the Security Agent in its
           capacity as trustee or otherwise shall not be under any obligation
           to hold any title deeds, Security Documents or any other documents
           in connection with the property charged by any Security Document or
           any other such security in its own possession or to take any steps
           to protect or preserve the same. The Security Agent may permit the
           relevant Obligor to retain all such title deeds and other documents
           in its possession.

(c)        Save as otherwise provided in the Security Documents, all moneys
           which under the trusts herein or therein contained are received by
           the Security Agent in its capacity as trustee or otherwise may be
           invested in the name of or under the control of the Security Agent
           in any investment for the time being authorised by English law for
           the investment by trustees of trust money or in any other
           investments which may be selected by the Security Agent with the
           consent of the Majority Lenders. Additionally, the same may be
           placed on deposit in the name of or under the control of the
           Security Agent at such bank or institution (including any Agent)
           and upon such terms as the Security Agent may think fit. Any and
           all such monies and all interest thereon shall be paid over to the
           Facility Agent forthwith upon demand by the Facility Agent.

(d)        Each Finance Party authorises, empowers and directs the Security
           Agent (by itself or by such person(s) as it may nominate) to
           execute and enforce the Security Documents as trustee or as
           otherwise provided (and whether or not expressly in the Finance
           Parties' names) on its behalf.

24.17      Lenders

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

(b)        Each Lender represents to the Facility Agent that, in the case of a
           Lender which is a Lender on the date of this Agreement, on the date
           of this Agreement and, in the case of a Lender which becomes a
           Lender after the date of this Agreement, on the date it becomes a
           Lender it is:

           (i)       either:

                     (A)       not resident in the United Kingdom for United
                               Kingdom tax purposes; or

                     (B)       a "bank" as defined in section 840A of the
                               Income and Corporation Taxes Act 1988 and
                               resident in the United Kingdom; and

           (ii)      beneficially entitled to the principal and interest
                     payable by the Facility Agent to it under this Agreement,

           and shall forthwith notify the Facility Agent if either
           representation ceases to be correct.

24.18      Co-Security Agents

(a)        The Security Agent may appoint any person established or resident
           in any jurisdiction (whether a trust corporation or not) to act
           either as a separate security agent or a co-security agent jointly
           with the Security Agent (i) if the Security Agent considers that
           without such appointment the interests of the Finance Parties under
           the Senior Finance Documents would be materially and adversely
           affected or (ii) for the purposes of conforming to any legal
           requirements, restrictions or conditions in any jurisdiction in
           which any particular act or acts is or are to be performed or (iii)
           for the purposes of obtaining a judgment in any jurisdiction or the
           enforcement in any jurisdiction of either a judgment already
           obtained or any of the provisions of the Senior Finance Documents,
           provided in each case that such separate security agent or
           co-security agent becomes bound by the terms of the Priority
           Agreement as if it were the Security Agent.

(b)        Each separate security agent or co-security agent shall (subject
           always to the provisions of the Priority Agreement) have such
           trusts, powers, authorities and discretions (not exceeding those
           conferred on the Security Agent by this Agreement) and such duties
           and obligations as shall be conferred or imposed by the instrument
           of appointment.

(c)        The costs, charges and expenses properly incurred by such separate
           security agent in performing its function as such shall be treated
           as costs, charges and expenses incurred by the Security Agent.

25.        FEES

25.1       Arrangement fee

           The Company shall pay to the Arranger on the Closing Date an
           arrangement fee in the amount agreed in the letter dated on or
           before the Signing Date from the Facility Agent on behalf of the
           Arranger to the Company and counter-signed by the Company. The
           arrangement fee shall be distributed by the Arranger among the
           Lenders in the proportions agreed between the Arranger and the
           Lenders. No arrangement fee shall be payable if Closing does not
           occur.

25.2       Commitment fee

(a)        The Company shall pay to the Facility Agent for each Lender a
           commitment fee in Sterling computed at the rate of zero point seven
           five per cent. (0.75%) per annum on the daily unutilised balance of
           that Lender's Tranche A Commitment, Tranche B Commitment and
           Tranche C Commitment during the period from the date six weeks
           after the date of this Agreement to (and including) the Closing
           Date.

(b)        The Company shall pay to the Facility Agent for each Lender a
           commitment fee in Sterling computed at the rate of zero point seven
           five per cent. (0.75%) on the undrawn, uncancelled amount of such
           Lender's Tranche D Commitment and Tranche E Commitment during the
           period from the earlier of the date six weeks after the date of
           this Agreement and the Closing Date to (and including) the last day
           of the Tranche D Availability Period or the Tranche E Availability
           Period (as the case may be) or the date on which the Tranche D
           Commitments or the Tranche E Commitments (as the case may be) are
           cancelled in full.

(c)        Accrued commitment fee is payable to the Facility Agent quarterly
           in arrear (the first payment being due on the Closing Date) and
           also for any Lender on the cancelled amount of its Commitment at
           the time the cancellation takes effect.

(d)        The Company shall not be obliged to pay any of the commitment fees
           set out in this Clause 25.2 if Closing does not occur.

25.3       Agency fees

           The Company shall pay to the Facility Agent for the account of the
           Agents the agency fees on the dates and in the amount agreed in the
           letter dated on or before the Signing Date from the Facility Agent
           to the Company and counter-signed by the Company. No agency fee
           shall be payable if Closing does not occur.

25.4       Documentary Credit Issuance Fee

           Each Borrower shall pay to the Facility Agent (for its own account)
           on the Utilisation Date in respect of each syndicated Documentary
           Credit an administration fee of (pound)1,000.

25.5       Documentary Credit per annum Fee

           Each Borrower shall pay to the Facility Agent for application by it
           as agreed between it and the Lenders a fee equivalent to the
           aggregate of:

           (a)       the Margin applied on the face amount of each Documentary
                     Credit issued at its request; and

           (b)       (in the case only of Documentary Credits issued by the LC
                     Bank) an additional point one two five per cent. (0.125%)
                     per annum applied on that portion of the face amount of
                     each Documentary Credit for which the LC Bank is
                     counter-indemnified by the Lenders (other than itself
                     where the LC Bank is also the Lender) pursuant to Clause
                     5.7,

           in each case in respect of the period between the date of issue of
           the Documentary Credit and the earlier of its Expiry Date and the
           date on which its Outstanding Liability Amount has been reduced to
           nil.

           The fee shall be payable quarterly in arrears and on the Expiry
           Date of such Documentary Credit.

25.6       VAT

           Any fee referred to in this Clause 25 (Fees) is exclusive of any
           value added tax or any other Tax which might be chargeable in
           connection with that fee. If any value added tax or other Tax is so
           chargeable, it shall be paid in addition by the relevant Obligor at
           the same time as it pays the relevant fee.

26.        EXPENSES

26.1       Initial and special costs

           The Company shall promptly on demand pay or procure that the other
           Borrowers pay the Agents and the Arranger the amount of all
           reasonable costs and expenses (including legal and notarial fees
           and expenses) incurred by any of them in connection with:

           (a)       due diligence visits, the negotiation, preparation,
                     printing and execution of this Agreement and any other
                     Senior Finance Document (including any executed after the
                     date of this Agreement) or any Documentary Credit and the
                     syndication of the Facilities subject to any limit
                     previously agreed in writing the between the Arranger and
                     the Company;

           (b)       any amendment, supplement, waiver, consent or suspension
                     of rights (or any proposal for any of the foregoing)
                     requested by or on behalf of an Obligor or, in the case
                     of Clause 2.5, the Facility Agent and relating to a
                     Senior Finance Document; and

           (c)       any other matter, not of an ordinary administrative
                     nature, arising out of or in connection with a Senior
                     Finance Document,

           together in each case with any applicable value added tax or other
           Taxes.

26.2       Enforcement costs

           The Company shall promptly on demand pay or procure that the other
           Borrowers pay to each Finance Party the amount of all costs and
           expenses (including legal fees and expenses) incurred by it:

           (a)       in connection with the enforcement of, or the
                     preservation of any rights under, any Senior Finance
                     Document; or

           (b)       (in the case of any Agent only) reasonable costs in
                     investigating any Default where such Agent has reasonable
                     grounds for believing that a Default has, or may have,
                     occurred,

           together in each case with any applicable value added tax or other
           Taxes.

           While any Event of Default is continuing, the Company shall
           promptly on demand pay each Agent for the reasonable cost of the
           management time charged (on the basis of an hourly rate) by such
           Agent in connection with any additional administration of the
           Senior Finance Documents arising in consequence of such Event of
           Default.

26.3       Stamp Duties

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

27.        INDEMNITIES

27.1       Currency Indemnity

(a)        If any amount payable by any Obligor under or in connection with
           any Senior Finance Document is received by any Finance Party in a
           currency (the "Payment Currency") other than that agreed to be
           payable under that Senior Finance Document (the "Agreed Currency"),
           whether as a result of any judgment or order or the enforcement of
           the same, the liquidation of such Obligor or otherwise and the
           amount produced by converting the Payment Currency so received into
           the Agreed Currency at market rates prevailing at or about the time
           of receipt of the Payment Currency is less than the amount of the
           Agreed Currency due under that Senior Finance Document, then the
           Obligors shall, as an independent and additional obligation,
           indemnify each Finance Party for the deficiency and any loss
           sustained as a result.

(b)        The indemnities set out in paragraph (a) above shall constitute
           separate and independent obligations of each of the Obligors from
           their other obligations under the Senior Finance Documents and
           shall apply irrespective of any indulgence granted by any Finance
           Party. The Obligors shall pay the reasonable costs of making any
           conversion from the Payment Currency to the Agreed Currency.

(c)        Each Obligor waives any right it may have in any jurisdiction to
           pay any amount under this Agreement in a currency other than that
           in which it is expressed to be payable under that Senior Finance
           Document.

27.2       General Indemnities

           The Company shall promptly on demand indemnify each Finance Party
           against any loss, costs or liability which that Finance Party
           incurs as a consequence of:

           (a)       the occurrence of any Default;

           (b)       the operation of Clause 2.5, Clause 23.2 or Clause 33;

           (c)       any payment of principal of or interest on an Advance or
                     of an overdue amount being received otherwise than on its
                     Interest Date;

           (d)       (other than by reason of default by a Finance Party) a
                     Utilisation not being made after a Request has been
                     delivered for that Utilisation; or

           (e)       acting in accordance with any telex or facsimile
                     instructions purporting to be from the Obligors' Agent or
                     any Obligor,

           including any loss of Margin or other loss or expense on account of
           funds borrowed, contracted for or utilised to fund any amount
           payable under any Finance Document, any amount repaid or prepaid or
           any Advance (provided that the loss or liability recoverable by any
           Finance Party under paragraphs (c) or (d) shall not exceed the
           amount which such Finance Party could claim if it had funded such
           Advance or overdue amount on a matched basis in the London
           Interbank Eurocurrency Market).

27.3       Indemnity Relating to Facilities

           The Company agrees to indemnify each Finance Party and each of
           their respective directors, officers and employees against any and
           all claims, damages, liabilities, costs and expenses (including
           legal fees) which may be incurred by or asserted against such
           Finance Party or their respective directors, officers and employees
           in connection with or arising out of any such proceedings, actions
           or enquiry by any regulatory authority of a type referred to in
           Clause 23.1(n) (ignoring the provision as to materiality contained
           therein) or any litigation or other proceedings connected with the
           right to transfer the Acquired Assets (or any part thereof), or the
           shares of any member of the Target Group under the Transaction
           Documents or any competing rights to the Acquired Assets (or any
           part thereof), or to any of the Shares, provided that this
           indemnity shall not extend to any claim, damage, liability cost or
           expense arising out of such Finance Parties' negligence or wilful
           misconduct or that of their respective directors, officers and
           employees including any breach of any law, regulation or official
           directive with which it was, at the time of such breach, the
           practice of banks in its jurisdiction to comply.

28.        EVIDENCE AND CALCULATIONS

28.1       Accounts

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

28.2       Certificates and determinations

           Any certification or determination by a Finance Party of a rate or
           amount under this Agreement is, in the absence of manifest error,
           conclusive evidence of the matters to which it relates.

28.3       Calculations

           Interest and the fees payable under Clauses 25.2 and 25.5 accrue
           from day to day and are calculated on the basis of the actual
           number of days elapsed and a year of 360 days (or 365 days in the
           case of any amount denominated in Sterling or Belgian Francs or any
           other currency in respect of which interest is customarily
           calculated on the basis of a year of 365 days in the London
           Interbank Market).

28.4       Certification

           No person who, acting in good faith, gives a certificate on behalf
           of an Obligor under the Senior Finance Documents shall incur any
           personal liability by virtue of so doing save to the extent such
           person acted fraudulently or with gross negligence in giving such
           certificate.

28.5       Language

           The original English language version of this Agreement shall
           prevail over any transactions hereof. All notices and other
           communications and documents (other than where necessary any
           Security Document) to be delivered hereunder shall be in the
           English language.

28.6       Interest Act (Canada)

           Without prejudice to Clauses 10.6 and 28.3 and without in any way
           affecting or altering the calculation of interest under this
           Agreement, in respect of Utilisations made available to Borrowers
           incorporated in Canada each rate of interest which is calculated
           with reference to a period (the "deemed interest period") that is
           less than the actual number of days in the calendar year of
           calculation is, for the purposes of the Interest Act (Canada),
           equivalent to a rate based on a calendar year calculated by
           multiplying such rate of interest by the actual number of days in
           the calendar year of calculation and dividing by the number of days
           in the deemed interest period.


29.        AMENDMENTS AND WAIVERS

29.1       Procedure

(a)        Subject to Clause 29.2, if authorised by the Majority Lenders, the
           Facility Agent or (in the case of the Security Documents) the
           Security Agent may waive or (with the consent of the Obligors'
           Agent) amend or vary any term of the Senior Finance Documents. Any
           such waiver, amendment or variation so authorised and effected
           shall be binding on all the Finance Parties and the Facility Agent
           (or Security Agent as the case may be) shall be under no liability
           in respect of any such waiver, amendment or variation.

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

29.2       Exceptions

           A waiver, amendment or variation which relates to:

           (a)       the definition of "Majority Lenders" in Clause 1.1;

           (b)       an extension of the date for, or a decrease in an amount
                     or a change in the currency or waiver of, any payment
                     under the Senior Finance Documents;

           (c)       a change in a Lender's Commitment or an extension of any
                     Availability Period;

           (d)       the incorporation of Additional Borrowers and/or drawers
                     or a change in the Guarantors otherwise than in
                     accordance with Clauses 19.1 or 19.2;

           (e)       a term of a Senior Finance Document which expressly
                     requires the consent of each Lender;

           (f)       Clauses 8, 9, 12.6, 33, 38 or this Clause 29;

           (g)       any variation as to the ranking of Senior Debt (as
                     defined in the Priority Agreement) or any individual
                     Advance or Utilisation or of Clause 15 of the Priority
                     Agreement; or

           (h)       any release of any material security constituted or
                     evidenced by or any amendment or waiver of a material
                     provision of any Security Document or any release of
                     security over shares charged by any of the Security
                     Documents (save where such disposal is expressly
                     permitted by Clause 21.8(a) or any other provision of
                     this Agreement) save where such amendment or waiver is
                     made to correct any inconsistency between the relevant
                     Security Documents and the provisions of this Agreement
                     or the Agreed Security Principles,

           may not be effected without the consent of each Lender.

29.3       Waivers and remedies cumulative

           The rights of each Finance Party under the Senior Finance Documents:

           (a)       may be exercised as often as necessary;

           (b)       are cumulative and not exclusive of its rights under the
                     general law; and

           (c)       may be waived only in writing and specifically.

           Delay in exercising or non-exercise of any such right is not a
           waiver of that right.

30.        CHANGES TO THE PARTIES

30.1       Transfers by Obligors

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

30.2       Transfers by Lenders

(a)        A Lender (the "Existing Lender") may at any time, with the prior
           consent of the Company (not to be unreasonably withheld or delayed
           and to be deemed to have been given if the Company has not notified
           the Facility Agent that it does not so consent within 10 Business
           Days of receipt by the Company of a request for such consent),
           assign, transfer or novate any of its rights and/or obligations
           under this Agreement to another bank, trust or financial
           institution (the "New Lender"), provided that no such consent by
           the Company will be required where the New Lender is:

           (i)       an Affiliate of the Existing Lender; or

           (ii)      a Lender.

           Unless the Facility Agent otherwise agrees, any partial assignment,
           transfer or novation must be in a minimum amount of at least
           (pound)2,000,000.

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

           (i)       the obligations are novated in accordance with Clause
                     30.3 (Procedure for novation); or

           (ii)      the New Lender confirms to the Facility Agent and the
                     Company that it undertakes to be bound by the terms of
                     the Senior Finance Documents as a Lender in form and
                     substance satisfactory to the Facility Agent. On the
                     transfer becoming effective in this manner the Existing
                     Lender shall be relieved of its obligations under the
                     Senior Finance Documents to the extent that they are
                     transferred to the New Lender.

(c)        Nothing in this Agreement restricts the ability of a Lender to
           sub-participate or sub-contract an obligation if that Lender
           remains liable under this Agreement for that obligation.

(d)        Save where the Existing Lender is an Original Lender, on each
           occasion an Existing Lender assigns, transfers or novates any of
           its rights and/or obligations under this Agreement, the New Lender
           shall, on the date the assignment, transfer and/or novation takes
           effect, pay to the Facility Agent an administration fee of
           (pound)1,000 and the amount of all third party costs and expenses
           (together with any applicable value added tax) incurred by the
           Facility Agent in connection with such assignment, transfer or
           novation.

(e)        Neither an Existing Lender nor any other Finance Party is
           responsible to a New Lender for:

           (i)       the execution, genuineness, validity, enforceability or
                     sufficiency of any Finance Document or any other
                     document;

           (ii)      the collectability of amounts payable under any Finance
                     Document or the financial condition of or the performance
                     of its obligations under the Finance Documents by any
                     Obligor; or

           (iii)     the accuracy of any statements or information (whether
                     written or oral) made in or in connection with or
                     supplied in connection with any Finance Document.

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

           (i)       has made its own independent investigation and assessment
                     of the financial condition and affairs of each Obligor
                     and its related entities in connection with its
                     participation in this Agreement and has not relied
                     exclusively on any information provided to it by the
                     Existing Lender or any other Finance Party in connection
                     with any Finance Document;

           (ii)      will continue to make its own independent appraisal of
                     the creditworthiness of each Obligor and its related
                     entities while any amount is or may be outstanding under
                     this Agreement or any Commitment is in force; and

           (iii)     is a bank, trust or financial institution whose ordinary
                     business includes participation in syndicated facilities
                     of this type.

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

           (i)       accept a re-transfer from a New Lender of any of the
                     rights and/or obligations assigned, transferred or
                     novated under this Clause 30.2 or Clause 30.3; or

           (ii)      support any losses incurred by the New Lender by reason
                     of the non-performance by any Obligor of its obligations
                     under this Agreement or otherwise.

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

30.3       Procedure for novation

(a) A novation of rights and obligations is effected if:

           (i)       the Existing Lender and the New Lender deliver to the
                     Facility Agent a duly completed Substitution Certificate
                     executed by the Existing Lender and the New Lender and
                     the Facility Agent executes it; or

           (ii)      a Novation Agreement substantially in the form of Part IV
                     of Schedule 6 is executed by all of the parties to it.

(b)        Each Party (other than the Existing Lender and the New Lender)
           irrevocably authorises the Facility Agent to execute any duly
           completed Substitution Certificate in the form of Part I of
           Schedule 6 on its behalf. Each Obligor irrevocably authorises the
           Company to execute any duly completed Novation Agreement on its
           behalf.

(c)        To the extent that they are expressed to be the subject of the
           novation in the Substitution Certificate or a Novation Agreement
           each of the Obligors and each of the Lenders agree that:

           (i)       the Existing Lender and the other Parties (the "existing
                     Parties") will be released from their obligations to each
                     other under the Senior Finance Documents (the "released
                     obligations"), except for any obligation which the
                     Existing Lender has to the LC Bank pursuant to Clause 5.7
                     in respect of Documentary Credits issued prior to the
                     date on which such assignment and transfer takes effect
                     as determined below unless otherwise agreed in writing by
                     the LC Bank;

           (ii)      the New Lender and the existing Parties will assume
                     obligations towards each other under the Senior Finance
                     Documents which differ from the released obligations only
                     insofar as they are owed to or assumed by the New Lender
                     instead of the Existing Lender;

           (iii)     the rights of the Existing Lender against the existing
                     Parties under the Senior Finance Documents and vice versa
                     (the "released rights") will be cancelled and released;
                     and

           (iv)      the New Lender and the existing Parties will acquire
                     rights against each other under the Senior Finance
                     Documents which differ from the released rights only
                     insofar as they are exercisable by or against the New
                     Lender instead of the Existing Lender,

           all on the date of execution of the Substitution Certificate by the
           Facility Agent or, if later, the date specified in the Substitution
           Certificate or, as the case may be, the Effective Date specified in
           the Novation Agreement.

           The transferred obligations shall not include any obligation under
           Clauses 13 and 15 in respect of payments made prior to the
           effective date of such Substitution Certificate or Novation
           Agreement.

           The Facility Agent shall notify the Obligors' Agent (on behalf of
           the Obligors) of any such novation pursuant to this Clause 30.3.

30.4       Reference Banks

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

30.5       Register

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

30.6       Change of Facility Office

           A Lender may change its Facility Office with respect to any
           Utilisation from time to time on giving not less than five Business
           Days' prior notice to the Facility Agent provided that if any
           change in Facility Office would otherwise result in amounts being
           payable to the relevant Lender pursuant to Clauses 13 or 15.1 then
           such Lender shall be entitled to receive such amounts only to the
           extent that such Lender acting through its original Facility Office
           would have been entitled to claim and receive such amounts.

31.        DISCLOSURE OF INFORMATION

(a)        A Lender may disclose to one of its Affiliates or any person with
           whom it is proposing to enter, or has entered into, any kind of
           transfer, participation or other agreement in relation to this
           Agreement:

           (i)       a copy of any Finance Document; and

           (ii)      any information which that Lender has acquired under or
                     in connection with any Finance Document,

           provided that any such proposed transferee, participant or assignee
           has agreed with the Company to keep any such Finance Document or
           information confidential.

(b)        The Company and the Facility Agent shall agree the form of all
           press announcements issued in respect of the Finance Documents and
           any transaction contemplated thereby.

32.        SET-OFF

           A Finance Party may set off any obligation due but unpaid by an
           Obligor under the Senior Finance Documents (to the extent
           beneficially owned by that Finance Party) against any obligation
           (whether or not due and payable) owed by that Finance Party to that
           Obligor, regardless of the place of payment, booking branch or
           currency of either obligation. If the obligations are in different
           currencies, the Finance Party may convert either obligation, at the
           cost of such Obligor, at a market rate of exchange in its usual
           course of business for the purpose of the set-off. If either
           obligation is unliquidated or unascertained, the Finance Party may
           set off in an amount estimated by it in good faith to be the amount
           of that obligation.

33.        PRO RATA SHARING

33.1       Redistribution

           If any amount owing by an Obligor under this Agreement to a Finance
           Party (the "recovering Finance Party") is discharged by payment,
           set-off or any other manner other than through the Facility Agent
           in accordance with Clause 12 (a "recovery"), then:

           (a)       the recovering Finance Party shall, within three Business
                     Days, notify details of the recovery to the Facility
                     Agent;

           (b)       the Facility Agent shall determine whether the recovery
                     is in excess of the amount which the recovering Finance
                     Party would have received had the recovery been received
                     by the Facility Agent and distributed in accordance with
                     Clause 12;

           (c)       subject to Clause 33.3 the recovering Finance Party
                     shall, within three Business Days of demand by the
                     Facility Agent, pay to the Facility Agent an amount (the
                     "redistribution") equal to the excess;

           (d)       the Facility Agent shall treat the redistribution as if
                     it were a payment by the Obligor concerned under Clause
                     12 and shall pay the redistribution to the Finance
                     Parties (other than the recovering Finance Party) in
                     accordance with Clause 12.6; and

           (e)       after payment of the full redistribution, the recovering
                     Finance Party will be subrogated to the portion of the
                     claims paid under paragraph (d) above, and that Obligor
                     will owe the recovering Finance Party a debt which is
                     equal to the redistribution, immediately payable and of
                     the type originally discharged.

33.2       Reversal of redistribution

           If:

           (a)       a recovering Finance Party must subsequently return a
                     recovery, or an amount measured by reference to a
                     recovery, to an Obligor; and

           (b)       the recovering Finance Party has paid a redistribution in
                     relation to that recovery,

           each Finance Party shall, within three Business Days of demand by
           the recovering Finance Party through the Facility Agent, reimburse
           the recovering Finance Party all or the appropriate portion of the
           redistribution paid to that Finance Party. Thereupon the
           subrogation in Clause 33.1(e) will operate in reverse to the extent
           of the reimbursement.

33.3       Exception

           A recovering Finance Party need not pay a redistribution to the
           Facility Agent (i) to the extent that it would not, after the
           payment, have a valid claim against the Obligor concerned in the
           amount of the redistribution pursuant to Clause 33.1(e) or (ii)
           where the recovering Finance Party made the recovery as a
           consequence of a judgment in any legal proceedings, to the extent
           that any other Finance Party was given notice of such proceedings
           and, being entitled to do so, did not join in such proceedings.

34.        SEVERABILITY

           If a provision of any Senior Finance Document is or becomes
           illegal, invalid or unenforceable in any jurisdiction, that shall
           not affect:

           (a)       the legality, validity or enforceability in that
                     jurisdiction of any other provision of the Senior Finance
                     Documents; or

           (b)       the legality, validity or enforceability in other
                     jurisdictions of that or any other provision of the
                     Senior Finance Documents.

35.        COUNTERPARTS

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

36.        NOTICES

36.1       Giving of notices

           All notices or other communications under or in connection with
           this Agreement shall be given in writing or by telex or facsimile.
           Any such notice will be deemed to be given as follows:

           (a)       if in writing, when delivered;

           (b)       if by telex, when despatched, but only if, at the time of
                     transmission, the correct answerback appears at the start
                     and at the end of the sender's copy of the notice; and

           (c)       if by facsimile, when received.

           However, a notice given in accordance with the above but received
           on a non-working day or after business hours in the place of
           receipt will only be deemed to be given on the next working day in
           that place.

36.2       Addresses for notices

           The address, telex number and facsimile number of each Party for
           all notices under or in connection with this Agreement are:

           (a)       as specified in Schedule 1 or 2, as the case may be, or
                     in the Transfer Agreement or Guarantor Accession
                     Agreement by which such Party became a party to this
                     Agreement, as such Party's address for notices; or

           (b)       as otherwise notified by that Party for this purpose to
                     the Facility Agent (or in the case of the Facility Agent
                     as otherwise notified by the Facility Agent to the other
                     Parties) by not less than five Business Days' notice.

37.        JURISDICTION

37.1       Submission

           For the benefit of each Finance Party, each Obligor agrees that the
           courts of England have jurisdiction to settle any disputes in
           connection with any Finance Document (other than the Security
           Documents) and accordingly submits to the jurisdiction of the
           English courts.

37.2       Service of process

           Without prejudice to any other mode of service, each Obligor which
           is not incorporated in England or Wales:

           (a)       irrevocably appoints Sisec Limited whose registered
                     office is at 65 Holborn Viaduct, London EC1A 2DY
                     (Attention: Ms Starr Delorme (ref:
                     A7/BJP/SC/AJAP/H0638.00697/London) (provided that if
                     Sisec Limited shall for any reason resign each such
                     Obligor irrevocably appoints the Company) as its agent
                     for service of process relating to any proceedings before
                     the English courts in connection with any Finance
                     Document;

           (b)       agrees that failure by such process agent to notify the
                     Obligor of the process will not invalidate the
                     proceedings concerned; and

           (c)       consents to the service of process relating to any such
                     proceedings by prepaid posting of a copy of the process
                     to its address for the time being applying under Clause
                     36.2 (Addresses for notices).

37.3       Forum convenience and enforcement abroad

           Each Obligor:

           (a)       waives objection to the English courts on grounds of
                     inconvenient forum or otherwise as regards proceedings in
                     connection with a Finance Document; and

           (b)       agrees that a judgment or order of an English court in
                     connection with a Finance Document is conclusive and
                     binding on it and may be enforced against it in the
                     courts of any other jurisdiction.

37.4       Non-exclusivity

           Nothing in this Clause 37 limits the right of a Finance Party to
           bring proceedings against an Obligor in connection with any Finance
           Document:

           (a)       in any other court of competent jurisdiction; or

           (b)       concurrently in more than one jurisdiction.

38.        GOVERNING LAW

           This Agreement is governed by English law.

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

<PAGE>

                                  SCHEDULE 1

                                VARIOUS PARTIES

                                    PART I
                              ORIGINAL BORROWERS


DUNLOP STANDARD AEROSPACE (UK) LIMITED

Address for notices:           Times Place
                               45 Pall Mall
                               London
                               SW1Y 5JG


Attention:                     Ken Terry

Fax:                           0171 663 9350


SERCK AVIATION LIMITED

Address for notices:           Times Place
                               45 Pall Mall
                               London
                               SW1Y 5JG

Attention:                     Ken Terry

Fax:                           0171 663 9350


DUNLOP STANDARD AEROSPACE OVERSEAS LIMITED

Address for notices:           Times Place
                               45 Pall Mall
                               London
                               SW1Y 5JG

Attention:                     Ken Terry

Fax:                           0171 663 9350

DUNLOP STANDARD AEROSPACE (US) INC.

Address for notices:           Times Place
                               45 Pall Mall
                               London
                               SW1Y 5JG

Attention:                     Ken Terry

Fax:                           0171 663 9350


STANDARD AEROSPACE (CANADA) LIMITED (PREVIOUSLY KNOWN AS 351439-1
CANADA INC.)

Address for notices:           Times Place
                               45 Pall Mall
                               London
                               SW1Y 5JG

Attention:                     Ken Terry

Fax:                           0171 663 9350

<PAGE>

                                    PART II
                              ORIGINAL GUARANTORS


DUNLOP STANDARD AEROSPACE GROUP LIMITED

Address for notices:           Times Place
                               45 Pall Mall
                               London
                               SW1Y 5JG

Attention:                     Ken Terry

Fax:                           0171 663 9350


DUNLOP STANDARD AEROSPACE HOLDINGS LIMITED

Address for notices:           Times Place
                               45 Pall Mall
                               London
                               SW1Y 5JG

Attention:                     Ken Terry

Fax:                           0171 663 9350


DUNLOP STANDARD AEROSPACE (UK) LIMITED

Address for notices:           Times Place
                               45 Pall Mall
                               London
                               SW1Y 5JG

Attention:                     Ken Terry

Fax:                           0171 663 9350


SERCK AVIATION LIMITED

Address for notices:           Times Place
                               45 Pall Mall
                               London
                               SW1Y 5JG

Attention:                     Ken Terry

Fax:                           0171 663 9350

DUNLOP STANDARD AEROSPACE OVERSEAS LIMITED

Address for notices:           Times Place
                               45 Pall Mall
                               London
                               SW1Y 5JG

Attention:                     Ken Terry

Fax:                           0171 663 9350


DUNLOP STANDARD AEROSPACE (US) INC.

Address for notices:           Times Place
                               45 Pall Mall
                               London
                               SW1Y 5JG

Attention:                     Ken Terry

Fax:                           0171 663 9350


STANDARD AEROSPACE (CANADA) LIMITED (PREVIOUSLY KNOWN AS 351439-1 CANADA INC.)

Address for notices:           Times Place
                               45 Pall Mall
                               London
                               SW1Y 5JG

Attention:                     Ken Terry

Fax:                           0171 663 9350

<PAGE>

                                   PART III

                                    AGENTS

Facility Agent and Security Agent
and Syndication Agent

The Fuji Bank, Limited
River Plate House
7-11 Finsbury Circus
London
EC2M 7DH

Attention:           Mr. Sato
                     Loans Administration Department

Fax:       0171 588 1400
Telex:     886352 FUJIBK G.

<PAGE>

                                  SCHEDULE 2

                            LENDERS AND COMMITMENTS

<TABLE>
<CAPTION>

Lenders and Notice                    Tranche A            Tranche B           Tranche C            Tranche D           Tranche E
Details                              Commitments          Commitments         Commitments          Commitments         Commitments
                                       (pound)              (pound)             (pound)              (pound)             (pound)

<S>                                  <C>                  <C>                  <C>                 <C>                  <C>
The Fuji Bank, Limited               160,000,000          50,000,000           50,000,000          50,000,000           75,000,000
River Plate House
7-11 Finsbury Circus
London EC2M 7DH

Attention:

Mr. Sato
Loans Administration
Department
</TABLE>


<PAGE>

                                  SCHEDULE 3

                        CONDITIONS PRECEDENT DOCUMENTS

                                    PART I

                                 Signing Date


1.

           A certified copy of the constitutional documents, including the
           memorandum and articles of association, and certificates of
           registration of each Obligor (or, for each U.S. Obligor, the
           certificate and articles of incorporation and by-laws), as
           currently in force.

2.

           (a)       A certified copy of a resolution of the board of
                     directors (or equivalent governing body authority) of
                     each of the Newcos (other than Dutchco) approving the
                     terms of, and the transactions contemplated by the Senior
                     Finance Documents to which it is a party and resolving
                     that it execute each such Senior Finance Document;

           (b)       satisfactory evidence of the authority of each signatory
                     of each Newco (other than Dutchco) (where such authorised
                     signatories are not registered at the commercial registry
                     as authorised to bind that company by their signature);

           (c)       a specimen of the signature of each authorised signatory
                     of each Newco (other than Dutchco);

           (d)       a certificate of a director of each Newco (other than
                     Dutchco) (or, for Newcos incorporated in the United
                     States of America, by one of its officers) confirming
                     that utilisation of that part of the Facilities available
                     to it in full would not cause any borrowing limit binding
                     on it to be exceeded;

           (e)       a certified copy of a resolution, signed by all the
                     holders of the issued or allotted shares in each Newco
                     (other than the Company, Dutchco, Canadaco or Dunlop
                     Standard Aerospace (US) Inc.), approving the terms of,
                     and the transactions contemplated by, the Senior Finance
                     Documents to which such Newco is to be a party;

           (f)       certificates of good standing for each U.S. Obligor.

3.         A certified copy (or originals) of the duly executed Acquisition
           Agreements, Priority Agreement, Bridge Finance Documents,
           Shareholders Agreement and any other Transaction Document.

4.         A certified copy of the Base Financial Statements.

5.         A certified copy of the Business Plan.

6.         The Disclosure Letter.

7.         Each of the Reports together with signed reliance letters addressed
           to the Agents and the Lenders where required.

8.         Written confirmation from Sisec Limited that it accepts the
           appointment as process agent for each Obligor which is not
           incorporated in England and any subsequent appointment made by any
           Additional Borrower or Additional Guarantor and confirmation from
           Sisec Limited that any conditions referred to in its letter of
           appointment have been satisfied.

9.         A certified copy of the Agreed Security Principles.

10.        The Structure Memorandum including a list of the Borrowers of the
           Tranche A Advances, Tranche B Advances and Tranche C Advances and
           the amounts being borrowed by such Borrowers.

11.        At least four originals of each of the Security Documents listed in
           Part I of Schedule 7 duly executed by each Obligor party thereto,
           together with the share certificates (other than those relating to
           the shares in Target Companies), stock transfer and title documents
           relating to assets charged by such Security Documents which are
           contemplated to be delivered to the Security Agent (or as it may
           direct) and copies of all notices required to be despatched
           pursuant to such Security Documents.

12.        Each of the Certificates of Title addressed to the Agents and the
           Lenders.

13.        The executed Fee Letters.

14.        The agreed form intercompany loan agreement between Dunlop Standard
           Aerospace Holdings Limited and Holdco.

15.        A legal opinion of:

           (a)       Allen & Overy, English legal advisers to the Agents,
                     addressed to the Finance Parties;

           (b)       Cleary Gottlieb Steen & Hamilton, New York legal advisers
                     to the Agents, addressed to the Finance Parties;

           (c)       Borden & Elliot, Canadian legal advisers to the Agents,
                     addressed to the Finance Parties.

16.        Letters in the agreed form from each of the directors of each of
           Dunlop Holdings Limited, Dunlop Limited and Dunlop Aerospace
           Limited (or from each of the persons who will be appointed a
           director of any such company at Closing) and of the auditors of
           each such company confirming that they would be able to make the
           necessary declarations and provide the necessary reports to enable
           such company to complete the sections 155-158 CA 1985 procedure
           were it to be carried out on the Signing Date and that they are not
           aware of any reason why they will not be able to make such
           declarations or provide such reports at Closing.

17.        List of existing Treasury Transactions (if any) and evidence that
           such Treasury Transactions have been transferred to Holdco by way
           of novation.

18.        Letter from the Investors to the Facility Agent concerning, amongst
           other matters, the Reports.

19.        Agreed form of the Security Documents to be entered into by members
           of the Target Group at Closing.

20.        Agreed form shareholder resolutions and board resolutions to be
           passed by the shareholders or board of directors of members of the
           Target Group (other than, with the exception of BTR Canada Inc, any
           incorporated in Canada or the United States of America) giving
           security and/or guarantees at Closing.

21.        Agreed form constitutional documents of those members of the Target
           Group giving security and/or guarantees at Closing;

22.        Agreed form legal opinions to be given at Closing by each of:

           (a)       Allen & Overy;

           (b)       Cleary Gottlieb Steen & Hamilton;

           (c)       Borden & Elliot;

           (d)       Stibbe Simont Monahan Duhot; and

           (e)       Rodyk & Davidson.

23.        Agreed form share pledge to be executed on or before Closing by
           Dutchco over its shares in BTR Aerospace B.V. and BTR Vliegwiel
           B.V.

24.        Agreed form Borrower Accession Agreements to be entered into by
           Dunlop Aerospace Limited and BTR Canada Inc. together with agreed
           form board and shareholder resolutions in respect thereof.

25.        Agreed form Guarantor Accession Agreements to be entered into by
           Dutchco and those companies and corporations specified in Schedule
           7 Part III.

26.        Agreed form board and shareholder resolutions, statutory
           declarations, reports and letters for each company going through
           the S155-158 Companies Act 1985 whitewash procedure together with
           agreed form confirmation from the solicitors for the Company that
           they will register all relevant resolutions and declarations at the
           Companies Registry in the United Kingdom.

27.        Agreed form full mortgage debenture to be executed on or before
           Closing by Dunlop Aerospace Limited together with agreed form
           shareholder resolutions and board resolutions in respect thereof.

28.        Agreed form general business charge to be executed on or before
           Closing by BTR Canada Inc. together with agreed form board
           resolutions in respect thereof.

29.        Agreed form share pledge to be executed on or before Closing by BTR
           Canada Inc. over its shares in Standard Aero Limited together with
           agreed form board resolutions in respect thereof.

30.        Agreed form share pledge to be executed on or before Closing by
           Dunlop Standard Aerospace Overseas Limited of the shares of
           Standard Aero (Asia) Pte Limited and Dunlop Aviation (SEAsia) Pte
           Limited.

31.        Agreed form share pledge to be executed on or before Closing by
           Dunlop Standard Aerospace Overseas Limited of the shares of
           Dutchco.

<PAGE>

                                    PART II

                             On or before Closing

1.         (a)       A certified copy of a resolution of the board of
                     directors of each of Dunlop Aerospace Limited and Dunlop
                     Investments approving the terms of, and the transactions
                     contemplated by, the Senior Finance Documents to be
                     executed by it at Closing and resolving that it execute
                     each such Senior Finance Document;

           (b)       satisfactory evidence of the authority of each signatory
                     of each of Dunlop Aerospace Limited and Dunlop
                     Investments;

           (c)       a specimen of the signature of each authorised signatory
                     of each of Dunlop Aerospace Limited and Dunlop
                     Investments;

           (d)       a certificate of a director of each of Dunlop Aerospace
                     Limited and Dunlop Investments confirming that
                     Utilisation of that part of the Facilities available to
                     it in full would not cause any borrowing limit binding on
                     it to be exceeded;

           (e)       a certified copy of a resolution, signed by all the
                     holders of the issued or allotted shares in Dunlop
                     Investments, approving the terms of, and the transactions
                     contemplated by, the Senior Finance Documents to which
                     such company or corporation is to be a party;

           (f)       certified copy of the constitutional documents of each of
                     Dunlop Aerospace Limited and Dunlop Investments.

2. At least two originals of each of:

           (a)       (i)       a full mortgage debenture in the agreed form
                               executed by Dunlop Aerospace Limited;

                     (ii)      a share pledge in the agreed form given by
                               Dunlop Standard Aerospace Overseas Limited over
                               its shares in Standard Aero (Asia) Pte Limited
                               and Dunlop Aviation (SE Asia) Pte Limited;

                     (iii)     a share pledge in the agreed form to be given
                               by Dunlop Investments over its shares in BTR
                               Aerospace B.V. and BTR Vliegwiel B.V.;

                     (iv)      a deed of accession to the mortgage debenture
                               executed by, inter alia, the Company in the
                               agreed form and executed by Dunlop Investments;

                     (v)       a share pledge in the agreed form to be given
                               by Dunlop Investments over its shares in
                               Dutchco (if and when acquired),

                     together, in each case, with (I) an undertaking from
                     Lovell White Durrant in the agreed form relating to the
                     title deeds to the Key Properties (other than Bagworth)
                     and (II) the other title documents (if any) relating to
                     the assets charged by the Security Documents which are
                     required to be handed over by the Vendors under the
                     Acquisition Agreements, and in either case are
                     contemplated to be delivered to the Security Agent (or as
                     it may direct) and copies of all notices required to be
                     despatched pursuant to the Security Documents;

           (b)       the Borrower Accession Agreements entered into by the
                     proposed Additional Borrowers identified in Schedule 7
                     Part IV and a Guarantor Accession Agreement entered into
                     by Dunlop Investments, or otherwise becoming party to
                     this Agreement at Closing and of each Accession Deed
                     required pursuant to the provisions of the Priority
                     Agreement duly executed by all the parties thereto other
                     than the Facility Agent.

3.         A certificate, signed by a director of the Company, confirming that
           there are no existing Encumbrances registered in respect of any
           assets of any member of the Target Group other than any notified to
           the Facility Agent prior to 26th September, 1998 and which are
           permitted to remain under this Agreement after Closing.

4.         Requests in relation to all Utilisations to be made at Closing,
           together with payment instructions in respect of all funds in the
           Closing Accounts.

5.         Certified Copy of the Funds Flow Statement.

6.         Evidence that all Borrowings not permitted pursuant to Clause 21.10
           have been repaid prior to Closing or that the Group will refinance
           such Borrowings at (or immediately after) Closing in full from
           funds advanced under this Agreement.

7.         Certificate from a director of the Company confirming that each of
           the Sale and Purchase Agreements is unconditional and that none of
           the Acquisition Agreements has been amended (other than in such
           respects as have been notified to the Facility Agent prior to 26th
           September, 1998) and that neither the Company nor any of its
           Subsidiaries has waived or agreed to amend or waive any provision
           of the Acquisition Agreements or elected to complete the
           Acquisition in circumstances where it would be entitled to decline
           to do so.

8.         Evidence reasonably satisfactory to the Facility Agent that all the
           regulatory clearances and approvals specified in the Sale and
           Purchase Agreements necessary for the Acquisition have been
           obtained.

9.         A certificate from the Company delivered at Closing specifying the
           estimated Acquisition Costs.

10.        A certified copy of the Warrant Instrument (as defined in the
           Bridge Facility Agreement).

11.        The Facility Agent shall have received evidence satisfactory to it
           that the share certificates of each of the U.S. Obligors will be
           delivered in London at Closing.

12.        (a)       Share certificates, together with executed stock transfer
                     forms (or their equivalent) for all of the issued share
                     capital of Dunlop Investments (provided that, for the
                     avoidance of doubt, share certificates for additional
                     shares in such companies issued following the
                     capitalisation of such companies at Closing, shall not be
                     required to be delivered prior to Closing but the
                     Facility Agent shall require sight of such share
                     certificates, executed but undated, prior to Closing);

           (b)       executed stock transfer forms for all additional shares
                     in the capital of any Newco (other than Dutchco) to be
                     issued following the capitalisation of such companies at
                     Closing;

           (c)       the Facility Agent shall have had sight of the corporate
                     book of each of the Newcos (other than Dutchco) and be
                     satisfied that the company secretary of each such company
                     has given instructions that such books be written up
                     immediately after Closing to reflect the capitalisation
                     of such companies at Closing;

           (d)       share certificates for each of the companies within the
                     Target Group received from the Vendor by the Company at
                     Closing shall be available for inspection by the Facility
                     Agent at Closing and the Facility Agent shall be
                     satisfied that the share certificates for such of those
                     companies whose immediate holding company will not,
                     following Closing, have changed, will be handed to the
                     Facility Agent immediately after Closing; and

           (f)       the Facility Agent shall have received from Lovell White
                     Durrant an undertaking in agreed form relating to the
                     share certificates for those companies whose shares are
                     are to be acquired at Closing.

13. The Proforma Accounts.

14.        At least two originals of a Guarantor Accession Agreement entered
           into by Dunlop Investments as an Additional Guarantor, duly
           executed by all the parties thereto other than the Facility Agent.

<PAGE>

                                   PART III

                           Immediately after Closing

1.         (a)       A certified copy of a resolution of the board of
                     directors of each Obligor listed in Schedule 7 Part III
                     approving the terms of, and the transactions contemplated
                     by the Senior Finance Documents to be executed by it at
                     Closing and resolving that it execute each such Senior
                     Finance Document;

           (b)       satisfactory evidence of the authority of each signatory
                     of each Obligor listed in Schedule 7 Part III (where such
                     authorised signatories are not registered at the
                     commercial registry as authorised to bind that company by
                     their signature);

           (c)       a specimen of the signature of each authorised signatory
                     of each Obligor listed in Schedule 7 Part III (other than
                     Dunlop Aerospace Limited);

           (d)       a certified copy of a resolution, signed by all the
                     holders of the issued or allotted shares in each Obligor
                     listed in Schedule 7 Part III (other than those
                     incorporated in Canada and the United States of America),
                     approving the terms of, and the transactions contemplated
                     by, the Senior Finance Documents to which such Obligor is
                     to be a party;

           (e)       a certified copy of the certificate of incorporation and
                     constitutional documents of each Obligor listed in
                     Schedule 7 Part III and a certificate of good standing
                     for each U.S. Obligor.

2.         At least two originals of each of:

           (a)       the Security Documents listed in Schedule 7 Part II duly
                     executed by each Obligor listed in Schedule 7 Part II and
                     each other party thereto, together with share
                     certificates and executed blank stock transfer forms for
                     each of the companies within the Target Group whose
                     immediate holding company will not, following Closing,
                     change and title documents, in each case relating to
                     assets charged by the Security Documents which are
                     contemplated to be delivered to the Security Agent (or as
                     it may direct) and copies of all notices required to be
                     despatched pursuant to the Security Documents as
                     identified prior to Closing;

           (b)       the Guarantor Accession Agreements entered into by the
                     proposed Additional Guarantors identified in Schedule 7
                     Part III or otherwise becoming party to this Agreement at
                     Closing and of each Accession Deed required pursuant to
                     the provisions of the Priority Agreement duly executed by
                     all the parties thereto other than the Facility Agent.

3.         Evidence that the s.155-158 Companies Act 1985 procedure has been
           completed (substantially as contemplated in the agreed form
           resolutions agreed on or prior to the Signing Date) for each of
           Dunlop Holdings Limited, Dunlop Limited and Dunlop Aerospace
           Limited including copies of the auditors report and net assets
           letter in relation to each such company and copies of the directors
           register of each such Company, together with an undertaking from
           the Company to register such materials at the Companies Registry as
           are required by the Companies Act 1985.

4.        Legal Opinions in the agreed form given by:

           (a)       Allen & Overy;

           (b)       Cleary Gottlieb Steen & Hamilton;

           (c)       Borden & Elliot;

           (d)       Stibbe Simont Monahan Duhot;

           (e)       Rodyk & Davidson;

           (f)       McMaster Gervais;

           (g)       Aikins, Macaulay and Thorvaldson;

           (h)       Hunton & Williams; and

           (i)       Birk Kabrick.

5.        Cheque for land registry fees.

6.         The share certificates existing immediately prior to Closing for
           the entire issued share capital of each member of the Target Group
           whose shares are being acquired pursuant to the Sale and Purchase
           Agreements and which are to be charged to the Lenders pursuant to
           the Security Documents.

<PAGE>

                                    PART IV



Each of the documents referred to in paragraphs 1, 2, 4 and 15 of Schedule 3
Part I relating to the Additional Borrower or Additional Guarantor.

<PAGE>

                                  SCHEDULE 4

                          MATERIAL GROUP SUBSIDIARIES


Dunlop Aerospace Limited
Dunlop Limited
Dunlop Holdings Limited
Serck Aviation Limited
Standard Aero Limited
BTR Canada Inc
351439-1 Canada Inc
Dunlop Standard Aerospace Overseas Limited
Dunlop Standard Aerospace (UK) Limited
Dunlop Standard Aerospace Holdings Limited
Dunlop Standard Aerospace Group Limited
Standard Aero VoF
Dunlop Standard Aerospace Overseas Investment Limited

<PAGE>



                                  SCHEDULE 5

                                FORM OF REQUEST

To:                  The Fuji Bank, Limited as Facility Agent

Attention:           [                              ]

From:                [BORROWER]
                                                         Date:[          ]

                    Dunlop Standard Aerospace Group Limited
                    (pound)260,000,000 Term Loan Facilities
              and (pound)75,000,000 Capital Expenditure Facility
        and(pound)50,000,000 Revolving Credit Facility dated [ ], 1998
                           (the "Credit Agreement")

Terms used in this Request and defined in the Credit Agreement have the same
meaning in this Request as in the Credit Agreement.

1.         On behalf of [       ] we request that the Lenders [make an
           Advance/issue a [Documentary Credit - describe]] as follows:

           (a)       Borrower:            [     ]
           (b)       Tranche:             [     ]
           (c)       Utilisation Date:    [     ]
           (d)       Currency:            [     ]
           (e)       Amount:        (pound)[    ]
           (f)       Term:                [     ]
           (g) Payment Instructions:      [     ]/Beneficiary Details: [     ].

2.         We confirm, on behalf of the Obligors, that each condition
           specified in Clause 4.2 (Further conditions precedent) of the
           Credit Agreement is satisfied on the date of this Request.

[3.        We confirm that Clause 5.6 of the Credit Agreement applies in
           relation to the Documentary Credit referred to in this Request.] *

Yours faithfully,

........................................

for and on behalf of
DUNLOP STANDARD AEROSPACE GROUP LIMITED
as Obligors' Agent

cc:  [Borrower]


*____________________________________
 Request for Documentary Credits only

<PAGE>

                                  SCHEDULE 6

                         FORMS OF ACCESSION DOCUMENTS

                                    PART I
                           SUBSTITUTION CERTIFICATE

To:        The Fuji Bank, Limited as Facility Agent under the Credit Agreement

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


                    Dunlop Standard Aerospace Group Limited
                    (pound)260,000,000 Term Loan Facilities
              and (pound)75,000,000 Capital Expenditure Facility
                and (pound)50,000,000 Revolving Credit Facility
                            dated [       ], 1998
                           (the "Credit Agreement")

References to Clauses are to Clauses of the Credit Agreement. Terms defined in
the Credit Agreement have the same meaning when used in this certificate.

We refer to Clause 30.3.

1.         We [ ] (the "Existing Lender") and [ ] (the "New Lender") agree to
           the Existing Lender and the New Lender transferring and assigning
           all the Existing Lender's rights and obligations referred to in the
           Schedule in accordance with Clause 30.3.

2.         From the date specified in paragraph 3 below, the New Lender
           becomes (a) party to the Credit Agreement as a Lender, and (b)
           party to the Priority Agreement as a Senior Creditor with the
           rights and obligations referred to in the Schedule and the New
           Lender undertakes to perform all such obligations.

3.         The specified date for the purposes of Clause 30.3(c) is [date of
           transfer and assignment].

4.         The Facility Office and address for notices of the New Lender for
           the purposes of Clause 36.2 are set out in the Schedule.

5.         The New Lender undertakes to counter-indemnify the Existing Lender
           for the New Lender's pro rata share of all amounts payable by the
           Existing Lender (whether pursuant to Clause 5.7 or otherwise) in
           respect of any outstanding Documentary Credit.

6.         The Existing Lender and the New Lender acknowledge and agree that
           Clauses 30.2(d), (e), (f) and (g) and apply to this Substitution
           Certificate and the transfer and assignment contemplated hereby as
           if set out in full herein, mutatis mutandis.

7.         This Substitution Certificate is governed by English law.

<PAGE>

                                 THE SCHEDULE

             Rights and obligations to be transferred and assigned



[Details of the rights and obligations of the Existing Lender to be
transferred and assigned.]

[New Lender]

[Facility Office                                    Address for notices]

[Existing Lender]                              [New Lender]

By:                                            By:

Date:                                          Date:

THE FUJI BANK, LIMITED

as Facility Agent under the Credit Agreement

By:

Date:

<PAGE>


                                   PART II
                         BORROWER ACCESSION AGREEMENT

To:        THE FUJI BANK, LIMITED as Facility Agent

From:      [PROPOSED BORROWER] and DUNLOP STANDARD AEROSPACE GROUP LIMITED

                                                                 [Date]

                    Dunlop Standard Aerospace Group Limited
                    (pound)260,000,000 Term Loan Facilities
              and (pound)75,000,000 Capital Expenditure Facility
                and (pound)50,000,000 Revolving Credit Facility
                             dated [     ], 1998
                           (the "Credit Agreement")

Terms used herein which are defined in the Credit Agreement shall have the
same meaning herein as in the Credit Agreement.

We refer to Clause 19.1.

We, [Name of company] of [Registered Office] (Registered no. [       ]):

(a)        agree to become party to and to be bound by the terms of the Credit
           Agreement as an Additional Borrower in accordance with Clause 19.1;
           and

(b)        agree to become party to and to be bound by the terms of the
           Priority Agreement as an Obligor in accordance with Clause [ ] of
           the Priority Agreement.

[Any agreed limitations]

The address for notices of the Additional Borrower for the purposes of Clause
36.2 is:

[
                                                    ]

This Agreement is governed by English law.

[ADDITIONAL BORROWER]

By:

DUNLOP STANDARD AEROSPACE GROUP LIMITED
By:

THE FUJI BANK, LIMITED

By:

<PAGE>

                                   PART III
                         GUARANTOR ACCESSION AGREEMENT

To:        The Fuji Bank, Limited as Facility Agent

From:      [PROPOSED GUARANTOR] and DUNLOP STANDARD AEROSPACE GROUP LIMITED
                                                             Date: [        ]


                    Dunlop Standard Aerospace Group Limited
                    (pound)260,000,000 Term Loan Facilities
            and (pound)75,000,000 Capital Expenditure Facility and
                  (pound)50,000,000 Revolving Credit Facility
                             dated [      ], 1998
                           (the "Credit Agreement")

Terms used herein which are defined in the Credit Agreement shall have the
same meaning herein as in the Credit Agreement.

We refer to Clause 19.2.

We, [name of company] of [Registered Office] (Registered no. [ ]):

(a)        agree to become party to and to be bound by the terms of the Credit
           Agreement as an Additional Guarantor in accordance with Clause
           19.2; and

(b)        agree to become party to and to be bound by the terms of the
           Priority Agreement as an Obligor in accordance with Clause [ ] of
           the Priority Agreement.

[Agreed limitations]

Our address for notices for the purposes of Clause 36.2 is:

[                                                   ]

This Deed is governed by English law.


[EXECUTION AS A DEED
BY PROPOSED GUARANTOR]

DUNLOP STANDARD AEROSPACE GROUP LIMITED

By:

THE FUJI BANK, LIMITED

By:

<PAGE>

                                    PART IV
                    ALTERNATIVE FORM OF NOVATION AGREEMENT


                              NOVATION AGREEMENT



                                DATED [ ], 1998



              relating to a Credit Agreement dated [     ], 1998
                (as supplemented and amended from time to time)


                                    Between


                    DUNLOP STANDARD AEROSPACE GROUP LIMITED
                   and others as Borrowers and/or Guarantors



                            THE FUJI BANK, LIMITED
                        as Arranger and Original Lender



                            THE FUJI BANK, LIMITED
            as Facility Agent, Security Agent and Syndication Agent












                                 ALLEN & OVERY

<PAGE>


THIS AGREEMENT is dated [          ], 1998 between:

(1)        DUNLOP STANDARD AEROSPACE GROUP LIMITED a company incorporated in
           England and Wales (Registered No. 3573726) whose registered office
           is at 10 Snow Hill, London EC1A 2AL for itself and as Obligors'
           Agent and for and on behalf of the Obligors as defined in the
           Credit Agreement (the "Company");

(2)        THE FUJI BANK, LIMITED as arranger (in this capacity the
           "Arranger");

(3)        THE FUJI BANK, LIMITED as facility agent for the Lenders (in this
           capacity the "Facility Agent");

(4)        [THE FUJI BANK, LIMITED] as the lender(s) party to the Credit
           Agreement (as defined below) as at today's date (the "Existing
           Lender");

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

(6)        THE FUJI BANK, LIMITED as LC bank for the Lenders (in this capacity
           the "LC Bank").

IT IS AGREED as follows:

1.         INTERPRETATION

1.1        Definitions

           In this Agreement, unless the contrary intention appears or the
           context otherwise requires:

           "Credit Agreement"

           means the credit agreement dated [ ], 1998 between the Company,
           certain of its subsidiaries as Borrowers and/or Guarantors, The
           Fuji Bank, Limited as the Arranger, the Original Lender, the LC
           Bank, the Facility Agent, the Syndication Agent and the Security
           Agent (as supplemented and amended from time to time).

           "Effective Date"

           means [          ], 199[8].

1.2        Incorporation of Credit Agreement definitions

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

1.3        Incorporation

           Clauses 1.2 (Construction), 37 (Jurisdiction), 29.3 (Waivers and
           remedies cumulative) and 34 (Severability) of the Credit Agreement
           shall apply to this Agreement, mutatis mutandis.

2.         CONSENT, CONFIRMATION AND DESIGNATION

2.1        Consent and confirmation

           The Company (for itself and on behalf of each of the Obligors), the
           Arranger, the Existing Lender and the Facility Agent each consent
           to the New Lenders becoming Lenders and confirm that, except as
           expressly provided by the terms of this Agreement, each of the
           Senior Finance Documents shall continue in full force and effect.

2.2        Designation

           The Facility Agent, the Lenders and the Company hereby designate
           this Agreement a Senior Finance Document.

3.         NOVATION

3.1        Novation of Commitments and related rights and obligations

           On the Effective Date (regardless of whether a Default is then
outstanding):

           (a) each New Lender will become:

                     (i)       a Lender under the Credit Agreement with the
                               Commitments as set out opposite its name in
                               Schedule 2 Part I and with the participations
                               in any Utilisations then outstanding as set out
                               opposite its name in Schedule 2 Part II; and

                     (ii)      a Senior Creditor under the Priority Agreement;

           (b)       each Existing Lender's Commitments shall be and be deemed
                     to be reduced down to the levels set out opposite its
                     name in Schedule 2 Part I;

           (c)       the Existing Lender's participations in any Utilisations
                     then outstanding shall be and shall be deemed to be
                     reduced down to the levels set out opposite its name in
                     Schedule 2 Part II;

           (d)       each New Lender will automatically obtain and assume, and
                     undertakes to perform, all of the rights and obligations
                     of a Lender under and in respect of each of the Senior
                     Finance Documents in respect of the rights and
                     obligations transferred to it and/or assumed by it under
                     paragraphs (a), (b) and (c) above;

           (e)       the obligations and liabilities of the Existing Lender
                     and each of the New Lenders pursuant to Clause 5.7
                     (Lenders' Counter-guarantee) with respect to any
                     Documentary Credit outstanding on the Effective Date
                     shall be adjusted to that which it would have been had
                     such Existing Lender and such New Lender had the
                     Commitments set opposite their names in Schedule 2 Part I
                     on the date such Documentary Credit was issued; and

           (f)       each Obligor shall automatically acquire rights against
                     and assume obligations towards each of the New Lenders on
                     the basis of the rights and obligations transferred to
                     and/or assumed by the New Lenders under paragraphs (a),
                     (b), (c) and (e) above.

3.2        Amounts due on or before the Effective Date

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

(b)        If any Utilisation falls to be made on the Effective Date:

           (i)       the Facility Agent will promptly notify each of the New
                     Lenders of that fact (and the amount of its participation
                     in that Utilisation in accordance with paragraph (ii)
                     below); and

           (ii)      the Existing Lender and each New Lender shall participate
                     in that Utilisation (subject to the terms of the Credit
                     Agreement) as if the novation of Commitments under
                     Clauses 3.1(a), (b) and (c) (Novation of Commitments and
                     related rights and obligations), of this Agreement had
                     taken effect prior to opening of business three Business
                     Days before the Effective Date,

           and the Company as Obligors' Agent acknowledges that an Existing
           Lender will not be obliged to participate in any such Utilisation
           to any greater extent than its pro rata share of such Utilisation
           determined on the basis of the Commitments in Schedule 2 Part I.

3.3        Administrative details

           Each New Lender has delivered to the Facility Agent its initial
           details for the purposes of Clause 36 (Notices) of the Credit
           Agreement and Clause 28 (Notices) of the Priority Agreement.

4.         CONFIRMATION BY NEW LENDERS

           Each New Lender confirms that:

           (a)       it has power and authority to become a party to the
                     Senior Finance Documents and has taken all necessary
                     action to authorise execution of this Agreement and has
                     obtained all necessary approvals and consents to the
                     assumption of its obligations under the Credit Agreement
                     and the Priority Agreement;

           (b)       it is a Recognised Lender [and (only if it is a bank
                     having its principal place of business in the U.S.A.) it
                     is a bank as defined in section 3(a)(6) of the Securities
                     Exchange Act 1934 of the USA]; and

           (c)       it does not have an entitlement, were the Effective Date
                     to be the date of this Agreement, to receive amounts
                     payable under Clauses 13, 15.1 or 15.3 of the Credit
                     Agreement in amounts greater than would have been payable
                     by the Obligors under the Credit Agreement at that time
                     in the absence of the novation under this Agreement.

5.         NATURE OF THIS AGREEMENT

           For the avoidance of doubt, the parties to this Agreement agree
           that the transfer of rights and obligations contemplated by this
           Agreement shall take effect (in accordance with its terms) as a
           novation so that:

           (a)       Schedule 2 is substituted for Schedule 2 to the Facility
                     Agreement on the Effective Date; and

           (b)       Clauses 30.2 (Transfers by Lenders) and 30.3 (Procedure
                     for Novation) of the Credit Agreement are deemed to be
                     set out in full in this Agreement.

6.         COUNTERPARTS

           This Agreement may be executed in any number of counterparts and
           all of such counterparts taken together shall be deemed to
           constitute one and the same instrument.

7.         GOVERNING LAW AND JURISDICTION

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

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

<PAGE>


                                  SCHEDULE 1

                                  NEW LENDERS


                                  SCHEDULE 2
                                    PART I

                            LENDERS AND COMMITMENTS

<TABLE>
<CAPTION>

        Lender               Tranche A             Tranche B             Tranche C             Tranche D             Tranche E
                            Commitments           Commitments           Commitments           Commitments           Commitments
                              (pound)               (pound)               (pound)               (pound)               (pound)

<S>     <C>                 <C>                  <C>                    <C>                   <C>                  <C>



</TABLE>



                                    PART II

                           LENDERS AND UTILISATIONS

<TABLE>
<CAPTION>

        Lender               Tranche A             Tranche B             Tranche C             Tranche D             Tranche E
                              Advance               Advance               Advance               Advances              Advance
                              (pound)                  C$                    $                   (pound)              (pound)

<S>     <C>                 <C>                   <C>                    <C>                   <C>                   <C>



</TABLE>



[Details of Documentary Credits]

<PAGE>

                     SIGNATORIES TO THE NOVATION AGREEMENT


The Company (for and on behalf of the Obligors)

DUNLOP STANDARD AEROSPACE GROUP LIMITED

By:


Arranger

THE FUJI BANK, LIMITED

By:


Facility Agent


THE FUJI BANK, LIMITED

By:


Existing Lender

THE FUJI BANK, LIMITED

By:


New Lenders

[                    ]

By:


LC Bank

THE FUJI BANK, LIMITED

By:

<PAGE>

                                  SCHEDULE 7

                                    PART I
                              SECURITY DOCUMENTS

                     (To be given on or prior to Signing)


United Kingdom (English law unless otherwise stated)

1.         Debenture from Dunlop Standard Aerospace Group Limited, Dunlop
           Standard Aerospace Holdings Limited, Dunlop Standard Aerospace (UK)
           Limited, Serck Aviation Limited and Dunlop Standard Aerospace
           Overseas Limited.

2.         Pledge of shares from Dunlop Standard Aerospace Overseas Limited of
           shares of Dunlop Standard Aerospace (US) Inc.

3.         Assignment of the benefit of the Acquisition Agreements from Dunlop
           Standard Aerospace (US) Inc..

United States of America (New York law unless otherwise stated)

1.         General business charge from Dunlop Standard Aerospace (US) Inc.

2.         Pledge of shares from Dunlop Standard Aerospace (US) Inc. of the
           shares of Dunlop Aviation North America Inc, Standard Aero Inc, and
           Stewart Warner South Wind Corporation (English Law).

Canada (Canadian law)

1.         Pledge of shares from Dunlop Standard Aerospace Overseas Limited of
           the shares of Canadaco.

2.         Pledge of shares from Canadaco of the shares of BTR Canada Inc.

3.         General Security Agreement from Canadaco.

<PAGE>

                                    PART II

                              SECURITY DOCUMENTS

                           (To be given at Closing)


United Kingdom (English law unless otherwise stated)

1.*        Debenture from Dunlop Aerospace Limited (to secure its own
           liabilities under the Finance Documents)

2.         Debenture from Dunlop Holdings Limited, Dunlop Aerospace Limited
           and Dunlop Limited.


United States of America (New York law unless otherwise stated)

1.         Pledge of Shares from Standard Aero Inc of its shares in Standard
           Aero (Alliance) Inc (English law).

2.         General business charge from Dunlop Aviation North America Inc,
           Standard Aero Inc, Standard Aero (Alliance) Inc and Stewart Warner
           South Wind Corporation.

3.         Trademark Security Agreement from Stewart Warner South Wind
           Corporation.

4.         Mortgage of Property from Standard Aero (Alliance) Inc over
           property located at 1029 Ross Avenue, Maryville, Tennessee.

5.         Mortgage of Property from Stewart Warner South Wind Corporation
           over property located in Troy, Indiana.


Canada (Canadian law)

1.         Pledge of Shares from BTR Canada Inc of the shares of Standard Aero
           Limited.

2.         General Security Agreement from BTR Canada Inc.

3.         General Security Agreement from Standard Aero Limited and Dunlop
           Aviation Canada Inc.

4.         Pledge of Shares from Dunlop Aviation North America Inc of the
           shares of Dunlop Aviation Canada Inc.

5.         Mortgage over property located in Winnipeg.

6.         Hypothec over movable property in Quebec from Standard Aero
           Limited.

<PAGE>

Singapore  (Singapore law)

1.*        Pledge of Shares from Dunlop Standard Aerospace Overseas Limited of
           the shares of Standard Aero (Asia) Pte Limited and Dunlop Aviation
           (SE Asia) Pte Limited.


The Netherlands  (Dutch Law)

1.         Pledge of shares from Dunlop Investments of the shares of BTR
           Aerospace B.V. and BTR Vliegwiel B.V.


*          Items marked with an asterisk are to be given prior to Closing
           occurring.

<PAGE>

                                   PART III
                             ADDITIONAL GUARANTORS

          (To become Guarantors as soon as practicable after Closing)


BTR Canada Inc
Standard Aero Limited
Dunlop Aviation Canada Inc
Dunlop Aviation North America Inc
Standard Aero Inc
Stewart Warner South Wind Corporation
Standard Aero (Alliance) Inc
Dunlop Holdings Limited
Dunlop Limited
Dunlop Aerospace Limited

<PAGE>

                                    PART IV
                             ADDITIONAL BORROWERS


Dunlop Aerospace Limited

<PAGE>

                                  SCHEDULE 8

                          FORM OF DOCUMENTARY CREDIT

                                    PART I

                             [LC Bank Letterhead]


To:        [


                                          ]


For the attention of: [                             ]


Dear Sirs,

                   Non-Transferable Letter of Credit No [ ]

We hereby issue our Irrevocable Non-Transferable Letter of Credit No. [      ],
details of which are as follows:

Account Party:                 [Borrower under Facility Agreement.]

Availability:                  By payment against delivery of Required
                               Documents.

Beneficiary:                   [Details.]

Charges:                       All banking charges and commissions other than
                               our own are for Beneficiary's account.

Maximum Amount:                [                  ]

Payment Currency:              [Sterling or an Optional Currency.]

Expiry Date:                   [                  ]

Partial Payment:               Partial payments are permitted, provided that
                               the Payment Amounts shall not in the aggregate
                               exceed the Maximum Amount.

Payment Amount:                An amount in the Payment Currency certified in
                               a Certificate of Beneficiary to be a Payment
                               Amount.

Required                       Documents: A Certificate of Beneficiary in the
                               form set out in Appendix A hereto, duly
                               completed in a manner consistent with the
                               requirements of this Letter of Credit and
                               signed on behalf of the Beneficiary.

We engage with the Beneficiary that within five working days in London after
receipt by us at our offices at [ ] of the related Required Documents
conforming to the terms of this Letter of Credit we will pay to or to the
order of the Beneficiary, in the Payment Currency in funds providing same day
value, by credit to the account specified in the related Certificate of
Beneficiary, the lesser of:

(i)        each Payment Amount, as stated in Required Documents; and

(ii)       the balance of the Maximum Amount after deducting the amount of any
           and all previous payments by us under this Letter of Credit.

This Letter of Credit and the Beneficiary's rights and benefits hereunder
shall be Non-Transferable and shall be payable only against presentation of
Required Documents. This Letter of Credit shall expire on, and no payment
shall be made pursuant hereto after, the Expiry Date.

Save in so far as such provisions may be inconsistent with the express terms
of this Letter of Credit, this Letter of Credit is subject to the provisions
of the Uniform Customs and Practice for Documentary Credits (1993 Revision)
ICC Publication No. 500.

This Letter of Credit and the Credit established hereby shall be governed by
English law. For the avoidance of doubt, it is confirmed that demand may be
made hereunder by tested telex.

Yours faithfully,




..........................
for and on behalf of
[                        ]

<PAGE>

                                E X H I B I T  A

                          CERTIFICATE OF BENEFICIARY

To:        [L/C Bank]




Dear Sirs,

Non-Transferable Letter of Credit No. [             ] (the "Credit")

With reference to the above Credit, we hereby certify that:

(a)        we have provided general banking facilities to [      ] [and its
           subsidiaries] incorporated in [      ];

(b)        an aggregate amount (the "Payment Amount") of [      ] (comprising
           [      ] of principal and [      ] of interest and/or other charges)
           fell due for payment in [      ] by [      ] on [      ]and remains
           due and unpaid at the date of this Certificate.

Accordingly, we hereby request payment pursuant to the Credit of the Payment
Amount. Payment is to be made to our account (A/c No. [      ]) with [      ]
at [      ].

Yours faithfully,




......................................
for and on behalf of
[                           ]

<PAGE>

                                    PART II

                                 (Syndicated)

To:        [                        ]



For the attention of:


[date]



Dear Sirs,

Irrevocable Non-Transferable Letter of Credit No. [      ]

The Lenders (as defined below) in their several Participation Percentages (as
defined below) hereby issue this Irrevocable Non-Transferable Letter of Credit
No. [ ] (the "Credit"), details of which are as follows:

Account Party:                  [Borrower under Facility Agreement.]

Facility Agent:                 The Fuji Bank, Limited as Facility Agent for
                                the Lenders or any other person notified from
                                time to time by the Facility Agent to the
                                Beneficiary as being the Facility Agent for
                                the purposes of the Credit.

Facility Agent's Office:        [                 ],  or such other office
                                from time to time  notified by the Facility
                                Agent to the Beneficiary.

Availability:                   By payment against delivery of Required
                                Documents.

Lender:                                  Name          Participation Percentage

                                       [     ]                   [ %]
                                       [     ]                   [ %]
                                       [     ]                   [ %]

Beneficiary:                    [details]

Charges:                        Any banking or other charges and commissions
                                (other than our own) are for the Beneficiary's
                                account.

Maximum Amount:                 [                    ]

Payment Currency:               [Sterling or an Optional Currency.]

Expiry Date:                    [                    ]

Partial Payment:                Partial payments are permitted, provided that
                                the Payment Amounts shall not in the aggregate
                                exceed the Maximum Amount.

Participation Percentage:       In relation to a Lender, the percentage set
                                out opposite its name above, as varied by any
                                novation referred to below.

Payment Amount:                 An amount in the Payment Currency certified in
                                a Certificate of Beneficiary to be a Payment
                                Amount.

Required Documents:             A Certificate of Beneficiary in the form set
                                out in Appendix A hereto, (duly completed in a
                                manner consistent with the requirements of
                                this credit and signed on behalf of the
                                Beneficiary).

Each Lender engages with the Beneficiary that within five working days in
London after receipt by the Facility Agent at the Facility Agent's Office of
the related Required Documents conforming to the terms of this Credit, such
Lender will pay to or to the order of the Beneficiary, in the Payment Currency
in funds providing same day value, by credit to the account specified in the
related Certificate of Beneficiary, its Participation Percentage of the lesser
of:

(i)        each Payment Amount, as stated in the Required Documents; and

(ii)       the balance of the Maximum Amount after deducting the amount of any
           and all previous payments by the Banks under this Credit.

This Credit shall be non-transferable and shall be payable only against
presentation of the Required Documents. This Credit shall expire on, and no
payment shall be made pursuant hereto after, the Expiry Date.

The obligations of the Lenders under this Credit are several according to
their respective Participation Percentages and not joint and several and
neither the Facility Agent nor any Lender shall be liable for the failure of
any Lender to perform its obligations hereunder. The aggregate amount payable
by each Lender hereunder shall not exceed its Participation Percentage of the
Maximum Amount.

The Facility Agent shall have no liability hereunder except in its capacity as
a Lender.

A Lender (the "Existing Lender") may with the prior written consent of the
Beneficiary, such consent not to be unreasonably withheld or delayed, novate
all or part of its rights and/or obligations under this Credit to another bank
or financial institution (the "New Lender"). Such consent of the Beneficiary
shall not be withheld where an Existing Bank wishes to novate all or part of
its obligations to a New Lender which is at the time of such novation rated
BBB or above by Standard & Poor's Corporation or Baa2 by Moody's Investor
Services Inc. A novation of rights and/or obligations will only be effected if
the Existing Lender and the New Lender deliver to the Facility Agent a duly
completed certificate, substantially in the form of Annex B hereto (a "LC
Transfer Certificate") duly executed by each of them and the Beneficiary
(which shall be obliged to execute the same where not entitled to withhold
consent to the transaction) and then countersigned by the Facility Agent on
behalf of the other Lenders.

Upon the novation becoming effective in the manner referred to in the previous
paragraph, the Existing Lender shall be relieved of its obligations under this
Credit to the extent that they are novated to the New Lender and any reference
in this Credit to a Lender shall include the New Lender. Each Lender (other
than the Existing Lender and the New Lender) irrevocably authorises the
Facility Agent to execute a duly completed LC Transfer Certificate on its
behalf.

Failure by the Beneficiary (within ten Business Days of receiving a written
request therefor) to give consent to any novation pursuant to, and to execute
an LC Transfer Certificate, which by the terms of this Credit it is not
entitled to withhold or fail to execute will result in all obligations of the
Existing Lender which were to have been novated being cancelled at the expiry
of such ten Business Day period, such cancellation to result in non-payment by
that Existing Lender of its Participation Percentage of any further Payment
Amount without affecting the payments to be made by the other Lenders in
respect thereof.

On the date of execution of the Transfer Certificate by the Facility Agent and
(if the Beneficiary's consent is required but not deemed given) the
Beneficiary or, if later, the date specified in the LC Transfer Certificate:

(i)        the Facility Agent, the other Lenders and the Beneficiary (the
           "Existing Parties") and the Existing Lender will be released from
           their obligations to each other under this Credit (the "Discharged
           Obligations");

(ii)       the New Lender and the Existing Parties will assume obligations
           towards each other which differ from the Discharged Obligations
           only insofar as they are owed to or assumed by the New Lender
           instead of the Existing Lender;

(iii)      the rights of the Existing Lender against the Existing Parties and
           vice versa (the "Discharged Rights") will be cancelled; and

(iv)       the New Lender and the Existing Parties will acquire rights against
           each other which differ from the Discharged Rights only insofar as
           they are exercisable by or against the New Lender instead of the
           Existing Lender,

in each case to the extent only that the same relate to or arise out of the
amount of the Existing Lender's Participation Percentage specified in the LC
Transfer Certificate.

Save insofar as such provisions may be inconsistent with the express terms of
this Credit, this Credit is subject to the provisions of the Uniform Customs
and Practice for Documentary Credits (1993 Revision) ICC Publication No. 500.
This Letter of Credit shall expire on, and no payment shall be made pursuant
hereto after, the Expiry Date.

This Letter of Credit and the Credit established hereby shall be governed by
English law. For the avoidance of doubt, it is confirmed that demand may be
made hereunder by tested telex.

Yours faithfully,


.........................................
[Facility Agent to sign
on behalf of each Lender]

<PAGE>

                                    ANNEX A

                          Certificate of Beneficiary


To:        [The Fuji Bank, Limited]


[date]


Dear Sirs,

Irrevocable Non-Transferable Letter of Credit No. [    ] (the "Credit")

With reference to the above Credit, we hereby certify that:

(a)

           we have provided general banking facilities to [      ] [and its
           subsidiaries] incorporated in [      ];

(b)        an aggregate amount (the "Payment Amount") of [      ] (comprising
           [      ] of principal and [      ] of interest and/or other charges)
           fell due for payment in [Payment Currency] by [      ] on [      ]
           and remains due and unpaid at the date of this Certificate.

Accordingly, we hereby request payment pursuant to the Credit of the Payment
Amount. Payment is to be made to our account (A/c No. [      ] with [      ]
at [      ].


Yours faithfully,



for and on behalf of
[Beneficiary]

<PAGE>

                                    ANNEX B

                            LC Transfer Certificate

To:        The Fuji Bank, Limited

From:      [THE EXISTING LENDER], [THE NEW LENDER] and [THE BENEFICIARY]


[date]


Dear Sirs,

Irrevocable Non-Transferable Letter of Credit No. [    ] (the "Credit")

With reference to the above Credit:

1.         We [ ] (the "Existing Lender"), [ ] (the "New Lender") and [ ] (the
           "Beneficiary") agree to the Existing Lender and the New Lender
           novating all the Existing Lender's rights and obligations referred
           to in the Schedule in accordance with the provisions of the Credit.

2.         The New Lender hereby undertakes with the Existing Lender and each
           of the other parties to the Credit that it will perform in
           accordance with its terms all those obligations which by the terms
           of the Credit will be assumed by it under the Credit after delivery
           of the executed copies of this LC Transfer Certificate to the
           Facility Agent (as defined in the Credit) and countersignature
           thereof by the Facility Agent on behalf of the other Lenders (as
           defined in the Credit) (and, as the case may be, the Beneficiary),
           and the New Lender hereby undertakes to be bound by the provisions
           of the Credit.

3.         The Existing Lender hereby gives notice that nothing herein or in
           the Credit (or any other document relating thereto) shall oblige
           the Existing Lender (i) to accept a re-transfer from or novation by
           the New Lender of the whole or any part of its rights, benefits
           and/or obligations under the Credit or (ii) to support any losses
           directly or indirectly sustained or incurred by the New Lender for
           any reason whatsoever arising out of or in connection with the
           Credit or its obligations thereunder. The New Lender hereby
           acknowledges the absence of any such obligation as is referred to
           in (i) and (ii) above.

4.         The address for notices to the New Lender is set out in the
           Schedule.

5.         This LC Transfer Certificate is governed by English law.

<PAGE>

                                 THE SCHEDULE

                   Rights and obligations to be substituted

[Details of the rights and obligations of the Existing Lender to be novated.]


[Existing Lender]          [New Lender]                    [Facility Agent]

By:                        By:                             By:

Date:                      Date:                           Date:

[Beneficiary]

By:

Date:

<PAGE>


                                  SCHEDULE 9

                    TERMS OF LENDERS' INDEMNITY TO LC BANK

1.         Each Lender ("Tranche D Bank") having a Tranche D Commitment or
           which had a Tranche D Commitment which it has assigned, transferred
           or novated without the written consent of the LC Bank in each case
           on the date of issue of a Documentary Credit, will pay any amount
           demanded of it by the LC Bank pursuant to Clause 5.7 on the later
           of the date that the LC Bank has itself to make payment under such
           Documentary Credit (as notified by the LC Bank to such Tranche D
           Bank in the demand) and two Business Days after receipt by such
           Tranche D Bank of such demand.

2.         Where a Tranche D Bank makes a payment pursuant to paragraph 1
           after the date on which the LC Bank makes the relevant payment
           under the Documentary Credit in question, such Tranche D Bank shall
           pay on demand to the LC Bank its pro rata share (as calculated in
           Clause 5.7) of such amount as the LC Bank certifies (such
           certification to be conclusive in the absence of manifest error) as
           necessary to compensate it for funding the amount demanded in the
           interim.

3.         No assurance, security or payment avoided under any law relating to
           bankruptcy, liquidation, insolvency, reconstruction or
           reorganisation or any similar laws and no release settlement,
           arrangement or discharge which may have been given or made on the
           basis of any such assurance, security or payment shall prejudice or
           affect the right of the LC Bank to recover from each of the Tranche
           D Bank to the full extent of their obligations under Clause 5.7 and
           this Schedule 9.

4.         The obligations of each Tranche D Bank under Clause 5.7 and this
           Schedule 9 shall not be impaired, affected or revoked by any act,
           omission, transaction, limitation, matter, thing or circumstance
           whatsoever which but for this provision might operate to release or
           exonerate such Tranche D Bank from all or any part of its
           obligations under Clause 5.7 and this Schedule 9 or reduce, impair
           or affect such obligations or cause all or any part of such
           obligations to be irrecoverable from or unenforceable against any
           Obligor or to discharge, reduce, affect or impair any of such
           obligations, including without limitation:

           (a)       any time, waiver or indulgence granted to any Obligor or
                     any other person or the forbearance of the LC Bank in
                     enforcing the obligations of any Obligor or any other
                     person under this Agreement or any of the other Senior
                     Finance Documents or in respect of any other guarantee,
                     security, obligation, right or remedy;

           (b)       the recovery of any judgment against any Obligor or any
                     other person or any action to enforce the same;

           (c)       the taking of any other security from any Obligor or any
                     other person or the failure, refusal or neglect to take,
                     perfect or enforce, any rights, remedies or securities
                     from or against any Obligor or any other person or all or
                     any part of the security constituted by any of the Senior
                     Finance Documents;

           (d)       any alteration in the constitution of any Obligor or any
                     defect in or irregular exercise of the borrowing or other
                     powers of any Obligor or any other person or any legal
                     limitation, disability, incapacity or other circumstance
                     relating to any Obligor or any other person whether
                     arising in relation to this Agreement, any of the other
                     Finance Documents or any other guarantee or security or
                     otherwise howsoever;

           (e)       any amendment or supplement to or variation of any
                     Finance Document;

           (f)       the insolvency, bankruptcy, liquidation, reconstruction
                     or reorganisation of, or analogous proceedings relating
                     to any Obligor or any other person or any composition or
                     arrangement made by any of them with the LC Bank, any
                     Lender or any other person or any transfer or extinction
                     of any liabilities of or any Obligor by any law, order,
                     regulation, decree, court order or similar instrument; or

           (g)       any irregularity, unenforceability or invalidity of any
                     obligations of any Obligor or any other person under any
                     security or document (to the intent that such Tranche D
                     Bank's obligations under Clause 5.7 and this Schedule 9
                     shall remain in full force as if there were no such
                     irregularity, unenforceability or invalidity).

5.         The LC Bank shall be entitled to enforce the obligations of each
           Lender under Clause 5.7 and this Schedule 9 without making any
           demand on or taking any proceedings against or filing any proof or
           claim in any insolvency, winding up or liquidation of any Obligor
           or any other person or exhausting any right or remedy against any
           Obligor or any other person or taking any action to enforce any
           part of the security constituted or evidenced by any of the Finance
           Documents.

6.         The obligations of each Tranche D Bank under Clause 5.7 and this
           Schedule 9 shall be continuing obligations and shall extend to the
           ultimate balance of the obligations referred to in paragraph (a)
           thereof. If, for any reason, such obligations cease to be
           continuing obligations, the LC Bank may open a new account with or
           continue any existing account with any Obligor or other person and
           the liability of each Tranche D Bank in respect of amounts
           guaranteed by it pursuant to Clause 5.7 and this Schedule 9 at the
           date of such cessation shall remain regardless of any payments in
           or out of any such account.

7.         The LC Bank's rights under Clause 5.7 and this Schedule 9 shall be
           in addition to and shall be in no way prejudiced by any other
           rights of or security held by the LC Bank in relation to the
           obligations of any Obligor. The LC Bank's rights under Clause 5.7
           and this Schedule 9 are in addition to and are not exclusive of
           those provided by law.

8.         A certificate of the LC Bank as to any amount due to it from any
           Lender pursuant to Clause 5.7 and this Schedule 9 shall be
           conclusive in the absence of manifest error.

<PAGE>

                                  SCHEDULE 10

                       CALCULATION OF THE MANDATORY COST


(a)        The Mandatory Cost for an Advance for each of its Interest Periods
           is the rate determined by the Facility Agent to be equal to the
           arithmetic mean (rounded upward, if necessary, to four decimal
           places) of the respective rates notified by each of the Reference
           Banks to the Facility Agent and calculated in accordance with the
           following formulae:

           in relation to an Advance denominated in Sterling:

           BY + S(Y-Z) + F x 0.01 % per annum = Mandatory Cost
           ----------------------
                 100-(B + S)

           in relation to any other Advance:

           F x 0.01 % per annum = Mandatory Cost
           -------
              300

           where on the day of application of the formula:

           B         is the percentage of the Reference Bank's eligible
                     liabilities (in excess of any stated minimum) which the
                     Bank of England requires the Reference Bank to hold on a
                     non-interest-bearing deposit account in accordance with
                     its cash ratio requirements;

           Y         is the rate at which Sterling deposits are offered by the
                     Reference Bank to leading banks in the London interbank
                     market at or about 11.00 a.m. on that day for the
                     relevant period;

           S         is the percentage of the Reference Bank's eligible
                     liabilities which the Bank of England requires the
                     Reference Bank to place as a special deposit;

           Z         is the interest rate per annum allowed by the Bank of
                     England on special deposits; and

           F         is the charge payable by the Reference Bank to the
                     Financial Services Authority under paragraph 2.02 or 2.03
                     (as appropriate) of the Fees Regulations but where for
                     this purpose, the figure in paragraph 2.02b and 2.03b
                     will be deemed to be zero expressed in pounds per
                     (pound)1 million of the fee base of the Reference Bank.

(b)        For the purposes of this Schedule 10:

           (i)       "eligible liabilities" and "special deposits" have the
                     meanings given to them at the time of application of the
                     formula by the Bank of England; and

           (ii)      "fee base" has the meaning given to it in the Fees
                     Regulations;

           (iii)     "Fees Regulations" means :

                     (1)       prior to 31st March, 1999, the Banking
                               Supervision (Fees) Regulations 1998; and

                     (2)       on and after 31st March, 1999, any regulations
                               governing the payment of fees for banking
                               supervision.

           (ii)      "relevant period" in relation to each Interest Period,
                     means:

                     (A)       if it is three months or less, that Interest
                               Period; or

                     (B)       if it is more than three months, each
                               successive period of three months and any
                               necessary shorter period comprised in that
                               Interest Period.

(c)        In the application of the formula, B, Y, S and Z are included in
           the formula as figures and not as percentages, e.g. if B = 0.5% and
           Y = 15%, BY is calculated as 0.5 x 15.

(d)        If a Reference Bank does not supply a rate to the Facility Agent,
           the applicable Mandatory Cost will be determined on the basis of
           the rate(s) supplied by the remaining Reference Banks.

(e)        (i)       The formula is applied on the first day of each relevant
                     period comprised in the relevant Interest Period.

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

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

<PAGE>

                      SIGNATORIES TO THE CREDIT AGREEMENT


Company

DUNLOP STANDARD AEROSPACE GROUP LIMITED

By:        DAVID UNRUH



Original Borrowers

DUNLOP STANDARD AEROSPACE (UK) LIMITED

By:        DAVID UNRUH


SERCK AVIATION LIMITED

By:        DAVID UNRUH


DUNLOP STANDARD AEROSPACE OVERSEAS LIMITED

By:        DAVID UNRUH


DUNLOP STANDARD AEROSPACE (US) INC.

By:        DAVID UNRUH


STANDARD AEROSPACE (CANADA) LIMITED (previously known as 351439-1 CANADA INC.)

By:        DAVID UNRUH


Original Guarantors

DUNLOP STANDARD AEROSPACE GROUP LIMITED

By:        DAVID UNRUH


DUNLOP STANDARD AEROSPACE HOLDINGS LIMITED

By:        DAVID UNRUH


DUNLOP STANDARD AEROSPACE (UK) LIMITED

By:        DAVID UNRUH


SERCK AVIATION LIMITED

By:        DAVID UNRUH


DUNLOP STANDARD AEROSPACE OVERSEAS LIMITED

By:        DAVID UNRUH


DUNLOP STANDARD AEROSPACE (US) INC.

By:        DAVID UNRUH


STANDARD AEROSPACE (CANADA) LIMITED (previously known as 351439-1 CANADA INC.)


By:        DAVID UNRUH



Arranger

THE FUJI BANK, LIMITED

By:        PAUL CARMAN



Original Lenders

THE FUJI BANK, LIMITED

By:        PAUL CARMAN



LC Bank

THE FUJI BANK, LIMITED

By:        PAUL CARMAN



Facility Agent

THE FUJI BANK, LIMITED

By:        PAUL CARMAN



Security Agent

THE FUJI BANK, LIMITED

By:        PAUL CARMAN



Syndication Agent

THE FUJI BANK, LIMITED

By:        PAUL CARMAN

<PAGE>

               SIGNATORIES TO THE SUPPLEMENTAL CREDIT AGREEMENT


COMPANY

DUNLOP STANDARD AEROSPACE GROUP LIMITED

By:        PIET WALTON-KNIGHT



The Obligors
(other than the Company)

DUNLOP STANDARD AEROSPACE (UK) LIMITED
SERCK AVIATION LIMITED
DUNLOP STANDARD
AEROSPACE OVERSEAS LIMITED
DUNLOP STANDARD AEROSPACE (US) INC.
STANDARD AEROSPACE (CANADA) LIMITED (previously known as 351439-1 CANADA
INC.)
DUNLOP STANDARD AEROSPACE HOLDINGS LIMITED

By Dunlop Standard Aerospace Group Limited as Obligors' Agent

By:        PIET WALTON-KNIGHT

Arranger

THE FUJI BANK, LIMITED

By:        PAUL CARMAN


Original Lenders

THE FUJI BANK, LIMITED

By:        PAUL CARMAN


Facility Agent

THE FUJI BANK, LIMITED

By:        PAUL CARMAN


Security Agent

THE FUJI BANK, LIMITED

By:        PAUL CARMAN


Syndication Agent

THE FUJI BANK, LIMITED

By:        PAUL CARMAN


<PAGE>


                                  SCHEDULE 4

                     AMENDED AND RESTATED CREDIT AGREEMENT
                 Conformed copy of the Credit Agreement dated
               31st July, 1998 as supplemented and amended by a
               supplemental agreement dated 28th September, 1998

                               CREDIT AGREEMENT

                             DATED 31st July, 1998


                              (pound)260,000,000

                             TERM LOAN FACILITIES

                               (pound)75,000,000

                              CAPITAL EXPENDITURE
                                   FACILITY

                               (pound)50,000,000

                           REVOLVING CREDIT FACILITY

                                    Between

                    DUNLOP STANDARD AEROSPACE GROUP LIMITED
                   and others as Borrowers and/or Guarantors

                            THE FUJI BANK, LIMITED
                                  as Arranger

                                  THE LENDERS

                            THE FUJI BANK, LIMITED
                     as Facility Agent and Security Agent

                            THE FUJI BANK, LIMITED
                             as Syndication Agent

                  THIS CREDIT AGREEMENT IS ENTERED INTO WITH
     THE BENEFIT OF AND SUBJECT TO THE TERMS OF A PRIORITY AGREEMENT DATED
                    ON OR ABOUT THE DATE OF THIS AGREEMENT

                                 ALLEN & OVERY
                                    London
                                  B3:139964.5
<PAGE>

                                     INDEX

Clause                                                                    Page

1.         Interpretation....................................................1
2.         The Facilities...................................................27
3.         Purpose..........................................................31
4.         Conditions Precedent.............................................31
5.         Drawdown.........................................................35
6.         Optional Currencies..............................................39
7.         Ancillary Facilities.............................................41
8.         Repayment........................................................42
9.         Prepayment And Cancellation......................................45
10.        Interest.........................................................49
11.        Interest Periods.................................................52
12.        Payments.........................................................53
13.        Taxes............................................................55
14.        Market Disruption................................................58
15.        Increased Costs..................................................59
16.        Illegality.......................................................60
17.        Mitigation.......................................................61
18.        Guarantee........................................................62
19.        Additional Borrowers, Guarantors And Security....................66
20.        Representations And Warranties...................................70
21.        Undertakings.....................................................79
22.        Financial Covenants.............................................100
23.        Default.........................................................110
24.        The Agents And The Arranger.....................................117
25.        Fees............................................................123
26.        Expenses........................................................124
27.        Indemnities.....................................................125
28.        Evidence And Calculations.......................................127
29.        Amendments And Waivers..........................................128
30.        Changes To The Parties..........................................129
31.        Disclosure Of Information.......................................132
32.        Set-Off.........................................................132
33.        Pro Rata Sharing................................................132
34.        Severability....................................................133
35.        Counterparts....................................................134
36.        Notices.........................................................134
37.        Jurisdiction....................................................134
38.        Governing Law...................................................135

<PAGE>

Schedules                                                                 Page

1.         Various Parties.................................................136
           Part I - Original Borrowers.....................................136
           Part II - Original Guarantors...................................138
           Part III - Agents...............................................140
2.         Lenders and Commitments.........................................141
3.         Conditions Precedent Documents..................................142
4.         Material Group Subsidiaries.....................................152
5.         Form of Request.................................................153
6.         Forms of Accession Documents....................................154
           Part I - Substitution Certificate...............................154
           Part II - Borrower Accession Agreement..........................156
           Part III - Guarantor Accession Agreement........................157
           Part IV - Alternative Form of Novation Agreement................158
7.         Security Documents..............................................166
           Part I - Security Documents - To Be Given On Or Prior
             To Signing....................................................166
           Part II - Security Documents To Be Given At Closing.............167
           Part III - Additional Guarantors................................169
           Part IV - Additional Borrowers..................................170
8.         Form of Documentary Credit......................................171
9.         Terms of Lenders' Indemnity to LC Bank..........................180
10.        Calculation of the Mandatory Cost...............................182

Signatories to the Credit Agreement........................................184


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*   Requests for Documentary Credits only.