exhibit10c.htm


     

    Exhibit
10(c)

     

    CONFORMED
COPY

    


     

    


     

    


     

    


     

    
      	
              Dated

            	
              7
      July   2009

            


    

    


     

    
      	
              (1)

            	
              Western
      Power Distribution (South West) Plc as the
  Company

            


    

     

    
      	
              (2)

            	
              HSBC
      Bank plc, Lloyds TSB Bank plc and Clydesdale Bank PLC as Mandated Lead
      Arrangers

            


    

     

    
      	
              (3)

            	
              HSBC
      Bank plc as Facility Agent

            


    

     

    


     

    
      
        
          

        



       

      


    

    £210,000,000
Multicurrency Revolving Facility Agreement

    


    


    
      


    

    


    


    


    
      
        

      



    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      	
              Eversheds
      LLP

              One
      Wood Street

              London

              EC2V
      7WS

            	
              Tel

              Fax

              Int

              DX

            	
              0845
      497 9797

              0845
      497 4919

              +44
      20 7919 4500

              154280
      Cheapside 8

            
	 
      	
              www.eversheds.com

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    CONTENTS

     

    
      	
              Clause

            	
              Page

            
	 
      	 
      	 
      
	
              1

            	
              INTERPRETATION

            	
              1

            
	
              2

            	
              THE
      FACILITY

            	
              17

            
	
              3

            	
              PURPOSE

            	
              18

            
	
              4

            	
              CONDITIONS
      PRECEDENT

            	
              18

            
	
              5

            	
              UTILISATION

            	
              19

            
	
              6

            	
              OPTIONAL
      CURRENCIES

            	
              20

            
	
              7

            	
              REPAYMENT

            	
              22

            
	
              8

            	
              PREPAYMENT
      AND CANCELLATION

            	
              23

            
	
              9

            	
              INTEREST

            	
              26

            
	
              11

            	
              MARKET
      DISRUPTION

            	
              27

            
	
              12

            	
              TAXES

            	
              29

            
	
              13

            	
              INCREASED
      COSTS

            	
              32

            
	
              14

            	
              MITIGATION

            	
              33

            
	
              15

            	
              PAYMENTS

            	
              34

            
	
              16

            	
              REPRESENTATIONS

            	
              37

            
	
              17

            	
              INFORMATION
      COVENANTS

            	
              40

            
	
              18

            	
              FINANCIAL
      COVENANTS

            	
              44

            
	
              19

            	
              GENERAL
      COVENANTS

            	
              47

            
	
              20

            	
              DEFAULT

            	
              53

            
	
              21

            	
              THE
      ADMINISTRATIVE PARTIES

            	
              56

            
	
              22

            	
              EVIDENCE
      AND CALCULATIONS

            	
              63

            
	
              23

            	
              FEES

            	
              64

            
	
              24

            	
              INDEMNITIES
      AND BREAK COSTS

            	
              65

            
	
              25

            	
              EXPENSES

            	
              66

            
	
              26

            	
              AMENDMENTS
      AND WAIVERS

            	
              67

            
	
              27

            	
              CHANGES
      TO THE PARTIES

            	
              68

            
	
              28

            	
              DISCLOSURE
      OF INFORMATION

            	
              71

            
	
              29

            	
              SET-OFF

            	
              72

            
	
              30

            	
              PRO
      RATA SHARING

            	
              72

            
	
              31

            	
              SEVERABILITY

            	
              74

            
	
              32

            	
              COUNTERPARTS

            	
              74

            
	
              33

            	
              NOTICES

            	
              74

            
	
              34

            	
              LANGUAGE

            	
              76

            
	
              35

            	
              GOVERNING
      LAW

            	
              76

            
	
              36

            	
              ENFORCEMENT

            	
              76

            
	
              Schedules

            	 
      
	
              1

            	
              Original
      Parties

            	
              78

            
	
              2

            	
              Conditions
      Precedent Documents

            	
              79

            
	
              3

            	
              Form
      of Request

            	
              80

            
	
              4

            	
              Calculation
      of the mandatory cost

            	
              81

            
	
              6

            	
              Intentionally
      left blank

            	
              87

            
	
              7

            	
              Form
      of Compliance Certificate

            	
              88

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
THIS
AGREEMENT is dated 7 July 2009

    

     

    BETWEEN:

     

    
      	
              (1)

            	
              WESTERN POWER DISTRIBUTION
      (SOUTH WEST) PLC (registered number 02366894) (the Company);

            


    

     

    
      	
              (2)

            	
              HSBC BANK PLC, LLOYDS TSB BANK PLC and CLYDESDALE BANK PLC (each in this
      capacity as a Mandated
      Lead Arranger
      and together in this capacity, the Mandated Lead Arrangers);

            


    

     

    
      	
              (3)

            	
              THE FINANCIAL INSTITUTIONS
      listed in Schedule 1 (Original Parties) as original lenders (the
      Original
      Lenders);

            


    

     

    
      	
              (4)

            	
              HSBC BANK PLC as
      facility agent (in this capacity, the Facility
      Agent).

            


    

     

    IT IS AGREED as
follows:

     

    
      	
              1.

            	
              INTERPRETATION

            


    

     

    
      	
              1.1

            	
              Definitions

            


    

     

    In this
Agreement:

     

    
      
        	
                “Acceptable
      Bank”

                 

              	
                means
      a bank or financial institution which has a rating for its long-term
      unsecured and non credit-enhanced debt obligations of A-1 or higher by
      Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd
      or P-1 or higher by Moody’s Investor Services Limited or a comparable
      rating from an internationally recognised credit rating
      agency.

                 

              
	
                “Act”

                 

              	
                means
      the Electricity Act 1989 and, unless the context otherwise requires, all
      subordinate legislation made pursuant thereto.

                 

              
	
                “Administrative
      Party”

                 

              	
                means
      a Mandated Lead Arranger or the Facility Agent.

                 

              
	
                “Affiliate”

                 

              	
                means
      a Subsidiary or a Holding Company of a person or any other Subsidiary of
      that Holding Company, and, in the case of Clydesdale Bank PLC only,
      includes National Australia Bank Limited (ABN 12 004 044
937).

                 

              
	
                “Applicable
      Accounting Principles”

                 

              	
                means
      those accounting principles, standards and practices generally accepted in
      the United Kingdom and the accounting and reporting requirements of the
      Companies Act 2006, in each case as used in the Original Financial
      Statements.

                 

              
	
                “Authority”

                 

              	
                means
      The Gas and Electricity Markets Authority established under Section 1 of
      the Utilities Act 2000.

                 

              
	
                “Availability
      Period”

                 

              	
                means
      the period from and including the date of this Agreement to and including
      the date falling one month prior to the Final Maturity Date.

                 

              
	
                “Balancing
      and Settlement Code”

                 

              	
                means
      the document, as modified from time to time, setting out the electricity
      balancing and settlement arrangements designated by the Secretary of State
      and adopted by The National Grid Company plc (Registered No. 2366977) or
      its successor pursuant to its transmission licence.

                 

              
	
                “Balancing
      and Settlement Code Framework”

                 

              	
                means
      the agreement of that title, in the form approved by the Secretary of
      State, as amended from time to time, to which the Company is a party and
      by which the Balancing and Settlement Code is made binding upon the
      Company.

                 

              
	
                “Break
      Costs”

                 

              	
                means
      the amount (if any) which a Lender is entitled to receive under this
      Agreement as compensation if any part of a Loan or overdue amount is
      prepaid.

                 

              
	
                “Business
      Day”

                 

              	
                means
      a day (other than a Saturday or a Sunday) on which commercial banks are
      open in London and:

                 

                (a)   if
      on that day a payment in or a purchase of a currency (other than euro) is
      to be made, the principal financial centre of the country of that
      currency; or

                 

                (b)   if
      on that day a payment in or purchase of euro is to be made, which is also
      a TARGET Day.

                 

              
	
                “Commitment”

                 

              	
                means:

                 

                (a)   in
      relation to an Original Lender, the Sterling amount set opposite its name
      under the heading “Commitment” in Schedule 1 (The Original Parties) and
      the amount of any other Commitment transferred to it under this Agreement;
      and

                 

                (b)   in
      relation to any other Lender, the Sterling amount of any Commitment
      transferred to it under this Agreement,

                 

                to
      the extent not cancelled, reduced or transferred by it under this
      Agreement.

                 

              
	
                “Compliance
      Certificate”

                 

              	
                means
      a certificate substantially in the form of Schedule 7 (Form of Compliance
      Certificate) setting out, among other things, calculations of the
      financial covenants.

                 

              
	
                “Debt
      Purchase Transaction”

                 

              	
                means,
      in relation to a person, a transaction where such person:

                 

                (a)   purchases
      by way of assignment or transfer;

                 

                (b)   enters
      into any sub-participation in respect of; or

                 

                (c)   enters
      into any other agreement or arrangement having an economic effect
      substantially similar to a sub-participation in respect of,

                 

                any
      Commitment or amount outstanding under this Agreement.

                 

              
	
                “Default”

                 

              	
                means:

                 

                (a)   an
      Event of Default; or

                 

                (b)   an
      event which would be (with the lapse of time, the expiry of a grace
      period, the giving of notice or the making of any determination under the
      Finance Documents or any combination of them) an Event of
      Default.

                 

              
	
                “Environmental
      Law”

                 

              	
                means
      all regulations and other laws concerning the protection of human health
      or the environment.

                 

              
	
                euro or euros or
      €

                 

              	
                means
      the single currency of the Participating Member States.

                 

              
	
                “Event
      of Default”

                 

              	
                means
      an event specified as such in this Agreement.

                 

              
	
                “Existing
      Facility Agreement”

                 

              	
                means
      the revolving facility agreement dated 18 October 2002 between, among
      others, the Company as the borrower, Bayerische Landesbank acting through
      its London Branch, BNP Paribas, Fortis Bank S.A./N.V., Lloyds TSB Bank plc
      and WestLB AG, London Branch as the mandated lead arrangers and the Lloyds
      TSB Bank plc as the Facility Agent (as amended and restated from time to
      time).

                 

              
	
                “Facility”

                 

              	
                means
      the revolving loan facility made available under this Agreement as
      described in Clause 2 (The Facility).

                 

              
	
                “Facility
      Office”

                 

              	
                means
      the office(s) notified by a Lender to the Facility Agent:

                 

                (a)   on
      or before the date it becomes a Lender; or

                 

                (b)   by
      not less than five Business Days' notice,

                 

                as
      the office(s) through which it will perform its obligations under this
      Agreement.

                 

              
	
                “Fee
      Letter”

                 

              	
                means
      any letter entered into by reference to this Agreement between one or more
      Administrative Parties and the Company setting out the amount of certain
      fees referred to in the Agreement.

                 

              
	
                “Final
      Maturity Date”

                 

              	
                means
      the third anniversary of the date of this Agreement.

                 

              
	
                “Finance
      Document”

                 

              	
                means:

                 

                (a)   this
      Agreement;

                 

                (b)   a
      Fee Letter;

                 

                (c)   a
      Transfer Certificate; or

                 

                (d)   any
      other document designated as such by the Facility Agent and the
      Company.

                 

              
	
                “Finance
      Party”

                 

              	
                means
      a Lender or an Administrative Party.

                 

              
	
                “Financial
      Indebtedness”

                 

              	
                means
      any indebtedness for or in respect of:

                 

                (a)   moneys
      borrowed;

                 

                (b)   any
      acceptance credit;

                 

                (c)   any
      bond, note, debenture, loan stock or other similar
instrument;

                 

                (d)   any
      redeemable preference share;

                 

                (e)   any
      finance or capital lease;

                 

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

                 

                (g)   the
      acquisition cost of any asset to the extent payable after its acquisition
      or possession by the party liable where the deferred payment is arranged
      primarily as a method of raising finance or financing the acquisition of
      that asset;

                 

                (h)   any
      derivative transaction protecting against or benefiting from fluctuations
      in any rate or price (and, except for non-payment of an amount, the then
      mark to market value of the derivative transaction will be used to
      calculate its amount);

                 

                (i)   any
      other transaction (including any forward sale or purchase agreement) which
      has the commercial effect of a borrowing;

                 

                (j)   any
      counter-indemnity obligation in respect of any guarantee, indemnity, bond,
      letter of credit or any other instrument issued by a bank or financial
      institution; or

                 

                any
      guarantee, indemnity or similar assurance against financial loss of any
      person in respect of any item referred to in paragraphs (a) to (j)
      above.

                 

              
	
                “Group”

                 

              	
                means
      the Company and its Subsidiaries.

                 

              
	
                “Holding
      Company”

                 

              	
                means
      in relation to a company or corporation, any other company or corporation
      in respect of which it is a Subsidiary.

                 

              
	
                “Increased
      Cost”

                 

              	
                means:

                 

                (a)   an
      additional or increased cost;

                 

                (b)   a
      reduction in the rate of return under a Finance Document or on its overall
      capital; or

                 

                (c)   a
      reduction of an amount due and payable under any Finance
      Document,

                 

                which
      is incurred or suffered by a Finance Party or any of its Affiliates but
      only to the extent attributable to that Finance Party having entered into
      any Finance Document or funding or performing its obligations under any
      Finance Document.

                 

              
	
                “Information
      Package”

                 

              	
                means
      the information package in the form approved by the Company concerning the
      Group which, at the Company’s request and on its behalf, was prepared in
      relation to this transaction and distributed by the Mandated Lead
      Arrangers to selected financial institutions before the date of this
      Agreement and which includes, amongst other things, a document entitled
      ‘Presentation to Banks May 2009’.

                 

              
	
                “ITA”

                 

              	
                means
      the Income Tax Act 2007.

                 

              
	
                Legal
      Reservations

                 

              	
                means

                 

                (a)   the
      principle that equitable remedies may be granted or refused at the
      discretion of a court and the limitation of enforcement by laws relating
      to insolvency, reorganisation and other laws generally affecting the
      rights of creditors;

                 

                (b)   the
      time barring of claims under the Limitation Act 1980 and the Foreign
      Limitation Periods Act 1984, the possibility that an undertaking to assume
      liability for or indemnify a person against non-payment of UK stamp duty
      may be void and defences of set-off or counterclaim;

                 

                (c)   similar
      principles, rights and defences under the laws of any jurisdiction in
      which a member of the Group or a Holding Company of the Company is
      incorporated; and

                 

                (d)   any
      other matters which are set out as qualifications or reservations as to
      matters of law of general application in any legal opinion provided under
      Schedule 2.

                 

              
	
                Lender

                 

              	
                means:

                 

                (a)   an
      Original Lender; or

                 

                (b)   any
      person which becomes a Lender after the date of this
      Agreement.

                 

              
	
                “LIBOR”

                 

              	
                means
      for a Term of any Loan or overdue amount:

                 

                (a)   the
      applicable Screen Rate; or

                 

                (b)   if
      no Screen Rate is available for the relevant currency or Term of that Loan
      or overdue amount, the arithmetic mean (rounded upward to four decimal
      places) of the rates, as supplied to the Facility Agent at its request,
      quoted by the Reference Banks to leading banks in the London interbank
      market,

                 

                as
      of 11.00 a.m. on the Rate Fixing Day for the offering of deposits in
      the currency of that Loan or overdue amount for a period comparable to
      that Term.

                 

              
	
                “Licence”

                 

              	
                means:

                 

                (a)   the
      electricity distribution licence made and treated as granted to the
      Company under Section 6(1)(c) of the Act pursuant to a licensing scheme
      made by the Secretary of State under Part II of Schedule 7 to the
      Utilities Act 2000 on 28 September, 2001; or

                 

                (b)   any
      statutory amendment or replacement licence or licences granted pursuant to
      the Utilities Act 2000 which permit the Company to distribute electricity
      in the area it is certified to operate in.

                 

              
	
                “Loan”

                 

              	
                means,
      unless otherwise stated in this Agreement, the principal amount of each
      borrowing under this Agreement or the principal amount outstanding of that
      borrowing.

                 

              
	
                Majority
      Lenders

                 

              	
                means,
      at any time, Lenders:

                 

                (a)   whose
      share in the outstanding Loans and whose undrawn Commitments then
      aggregate 662/3 per
      cent. or more of the aggregate of all the outstanding Loans and the
      undrawn Commitments of all the Lenders;

                 

                (b)   if
      there is no Loan then outstanding, whose undrawn Commitments then
      aggregate 662/3 per
      cent. or more of the Total Commitments; or

                 

                (c)   if
      there is no Loan then outstanding and the Total Commitments have been
      reduced to zero, whose Commitments aggregated 662/3 per
      cent. or more of the Total Commitments immediately before the
      reduction.

                 

              
	
                “Mandatory
      Cost”

                 

              	
                means
      the cost of complying with certain regulatory requirements, expressed as a
      percentage rate per annum and calculated by the Facility Agent under
      Schedule 4 (Calculation of the Mandatory Cost).

                 

              
	
                “Margin”

                 

              	
                means
      2.50% per annum.

                 

              
	
                “Material
      Adverse Effect”

                 

              	
                means
      a material adverse effect on the ability of the Company to
      perform:

                 

                (a)   its
      payment obligations under the Finance Documents; or

                 

                (b)   its
      obligations under clauses 18.3 (Interest Cover) or 18.4 (Asset Cover) of
      this Agreement.

                 

              
	
                “Material
      Subsidiary”

                 

              	
                means,
      at any time, a Subsidiary of the Company whose gross assets or gross
      revenues (on an unconsolidated basis and excluding intra-Group items) then
      equal or exceed 10 per cent. of the gross assets or gross revenues of
      the Group.

                 

                For
      this purpose:

                 

                (a)   the
      gross assets or gross revenues of a Subsidiary of the Company will be
      determined from its financial statements (unconsolidated if it has
      Subsidiaries) upon which the latest audited financial statements of the
      Group have been based;

                 

                (b)   if
      a Subsidiary of the Company becomes a member of the Group after the date
      on which the latest audited financial statements of the Group have been
      prepared, the gross assets or gross revenues of that Subsidiary will be
      determined from its latest financial statements;

                 

                (c)   the
      gross assets or gross revenues of the Group will be determined from the
      Company’s latest audited financial statements, adjusted (where
      appropriate) to reflect the gross assets or gross revenues of any company
      or business subsequently acquired or disposed of; and

                 

                (d)   if
      a Material Subsidiary disposes of all or substantially all of its assets
      to another Subsidiary of the Company, it will immediately cease to be a
      Material Subsidiary and the other Subsidiary (if it is not already) will
      immediately become a Material Subsidiary; the subsequent financial
      statements of those Subsidiaries and the Group will be used to determine
      whether those Subsidiaries are Material Subsidiaries or not.

                 

                If
      there is a dispute as to whether or not a company is a Material
      Subsidiary, a certificate of the auditors of the Company will be, in the
      absence of manifest error, conclusive.

                 

              
	
                “Maturity
      Date”

                 

              	
                means
      the last day of the Term of a Loan.

                 

              
	
                “OFGEM”

                 

              	
                means
      the Office of Gas and Electricity Markets.

                 

              
	
                “Original
      Financial Statements”

                 

              	
                means
      the audited consolidated financial statements of the Company for the year
      ended 31 March, 2008.

                 

              
	
                “Participating
      Member State”

                 

              	
                means
      a member state of the European Community that adopts or has adopted the
      euro as its lawful currency under the legislation of the European
      Community relating to Economic and Monetary Union.

                 

              
	
                “Party”

                 

              	
                means
      a party to this Agreement.

                 

              
	
                “Pro
      Rata Share”

                 

              	
                means:

                 

                (a)   for
      the purpose of determining a Lender's share in a utilisation of the
      Facility, the proportion which its Commitment under the Facility bears to
      all the Commitments under the Facility; and

                 

                (b)    for
      any other purpose on a particular date:

                 

                (i)   the
      proportion which a Lender's share of the Loans (if any) bears to all the
      Loans;

                 

                (ii)   if
      there is no Loan outstanding on that date, the proportion which its
      Commitment bears to the Total Commitments on that date; or

                 

                (iii)  if
      the Total Commitments have been cancelled, the proportion which its
      Commitments bore to the Total Commitments immediately before being
      cancelled.

                 

              
	
                “PUHCA”

                 

              	
                means
      the Public Utility Holding Company Act of 2005, as amended, of the United
      States of America.

                 

              


        
          
            	
                    “Rate
      Fixing Day”

                     

                  	
                    means:

                     

                    (a)    the
      first day of a Term for a Loan denominated in Sterling; or

                     

                    (b)   the second Business Day
      before the first day of a Term for a Loan denominated in any other
      currency;

                     

                    or
      such other day as the Facility Agent determines is generally treated as
      the rate fixing day by market practice in the relevant interbank
      market.

                     

                  


          

        

        	
                “Reference
      Banks”

                 

              	
                means
      the Facility Agent, Lloyds TSB Bank plc and Clydesdale Bank PLC and any
      other bank or financial institution appointed as such by the Facility
      Agent under this Agreement.

                 

              
	
                “Repeating
      Representations”

                 

              	
                means
      the representations which are deemed to be repeated under this
      Agreement.

                 

              
	
                “Request”

                 

              	
                means
      a request for a Loan, substantially in the form of Schedule 3 (Form
      of Request).

                 

              
	
                “Rollover
      Loan”

                 

              	
                means
      one or more Loans:

                 

                (a)   to
      be made on the same day that a maturing Loan is due to be
      repaid;

                 

                (b)   the
      aggregate amount of which is equal to or less than the maturing
      Loan;

                 

                (c)   in
      the same currency as the maturing Loan; and

                 

                (d)   to
      be made for the purpose of refinancing a maturing Loan.

                 

              
	
                “Screen
      Rate”

                 

              	
                means
      the British Bankers’ Association Interest Settlement Rate (if any) for the
      relevant currency and Term displayed on the appropriate page of the
      Reuters screen.  If the relevant page is replaced or the service
      ceases to be available, the Facility Agent (after consultation with the
      Company and the Lenders) may specify another page or service displaying
      the appropriate rate.

                 

              
	
                “Secretary
      of State”

                 

              	
                means
      the Secretary of State for Trade and Industry.

                 

              
	
                “Security
      Interest”

                 

              	
                means
      any mortgage, pledge, lien, charge, assignment, hypothecation or security
      interest or any other agreement or arrangement having a similar
      effect.

                 

              
	
                “Sterling”
      and “£”

                 

              	
                mean
      the lawful currency of the United Kingdom.

                 

              
	
                “Subsidiary”

                 

              	
                 

                (a)   a
      subsidiary within the meaning of section 1159 of the Companies Act 2006;
      and

                 

                (b)   unless
      the context otherwise requires, a subsidiary undertaking within the mean
      of section 1162 of the Companies Act 2006.

                 

              
	
                “TARGET2”

                 

              	
                means
      the Trans-European Automated Real-time Gross Settlement Express Transfer
      payment system which utilises a single platform and which was launch on 19
      November 2007.

                 

              
	
                “TARGET
      Day”

                 

              	
                means
      any day on which TARGET2 is open for the settlement of payments in
      euro.

                 

              
	
                “Tax”

                 

              	
                means
      any tax, levy, impost, duty or other charge or withholding of a similar
      nature (including any penalty, addition to tax or any interest payable in
      connection with any failure to pay or any delay in paying any of the
      same.)

                 

              
	
                “Tax
      Deduction”

                 

              	
                means
      a deduction or withholding for or on account of Tax from a payment under a
      Finance Document.

                 

              
	
                “Tax
      Payment”

                 

              	
                means
      a payment made by the Company to a Finance Party in any way relating to a
      Tax Deduction or under any indemnity given by the Company in respect of
      Tax under any Finance Document.

                 

              
	
                “Taxes
      Act”

                 

              	
                means
      the Income and Corporation Taxes Act 1988.

                 

              
	
                “Term”

                 

              	
                means
      each period determined under this Agreement by reference to which interest
      on a Loan or an overdue amount is calculated.

                 

              
	
                “Total
      Commitments”

                 

              	
                means
      the aggregate of the Commitments, being £210,000,000 at the date of this
      Agreement.

                 

              
	
                “Transfer
      Certificate”

                 

              	
                means
      a certificate, substantially in the form of Schedule 5 (Form of
      Transfer Certificate), with such amendments as the Facility Agent may
      approve or reasonably require or any other form agreed between the
      Facility Agent and the Company.

                 

              
	
                “U.K.”

                 

              	
                means
      the United Kingdom.

                 

              
	
                “U.S. Dollars and U.S.$”

                 

              	
                means
      the lawful currency for the time being of the United States of
      America.

                 

              
	
                “Unpaid
      Sum”

                 

              	
                means
      any sum due and payable but unpaid by the Company under the Finance
      Documents.

                 

              
	
                “Utilisation
      Date”

                 

              	
                means
      each date on which the Facility is utilised.

                 

              


      

    

    
      	
              1.2

            	
              Construction

            


    

     

    
      	
               
      

            	
              1.2.1

            	
              The
      following definitions have the meanings given to them in clause 18.1
      (Financial covenants):

            


    

     

    
      	
               
      

            	
              1.2.1.1

            	
              Consolidated
      EBITDA;

            


    

     

    
      	
               
      

            	
              1.2.1.2

            	
              Interest
      Payable;

            


    

     

    
      	
               
      

            	
              1.2.1.3

            	
              Measurement
      Period;

            


    

     

    
      	
               
      

            	
              1.2.1.4

            	
              Regulatory
      Asset Base; and

            


    

     

    
      	
               
      

            	
              1.2.1.5

            	
              Total
      Net Debt.

            


    

     

    
      	
               
      

            	
              1.2.2

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

            


    

     

    
      	
               
      

            	
              1.2.2.1

            	
              an
      amendment includes
      a supplement, novation, restatement or re-enactment and amended will be
      construed accordingly;

            


    

     

    
      	
               
      

            	
              1.2.2.2

            	
              assets includes present
      and future properties, revenues and rights of every
      description;

            


    

     

    
      	
               
      

            	
              1.2.2.3

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

            


    

     

    
      	
               
      

            	
              1.2.2.4

            	
              disposal means a sale,
      transfer, grant, lease or other disposal, whether voluntary or
      involuntary, and dispose will be construed
  accordingly;

            


    

     

    
      	
               
      

            	
              1.2.2.5

            	
              indebtedness includes
      any obligation (whether incurred as principal or as surety) for the
      payment or repayment of money;

            


    

     

    
      	
               
      

            	
              1.2.2.6

            	
              know your customer
      requirements are the identification checks that a Finance Party
      requests in order to meet its obligations under any applicable law or
      regulation to identify a person who is (or is to become) its
      customer;

            


    

     

    
      	
               
      

            	
              1.2.2.7

            	
              a
      person includes
      any individual, company, corporation, unincorporated association or body
      (including a partnership, trust, joint venture or consortium), government,
      state, agency, organisation or other entity whether or not having separate
      legal personality;

            


    

     

    
      	
               
      

            	
              1.2.2.8

            	
              a regulation includes any
      regulation, rule, official directive, request or guideline (whether or not
      having the force of law but, if not having the force of law, being of a
      type with which any person to which it applies is accustomed to comply) of
      any governmental, inter-governmental or supranational body, agency,
      department or regulatory, self-regulatory or other authority or
      organisation;

            


    

     

    
      	
               
      

            	
              1.2.2.9

            	
              the
      winding-up of a
      person includes the administration, dissolution or liquidation or other
      like process of that person, any composition or arrangement with the
      creditors, amalgamation, reconstruction, reorganisation or consolidation
      pursuant to Part XXVI of the Companies Act 2006 proposed or carried out in
      respect of that person or a company voluntary arrangement pursuant to the
      Insolvency Act 1986 carried out or proposed in respect of that
      person;

            


    

     

    
      	
               
      

            	
              1.2.2.10

            	
              a
      currency is a reference to the lawful currency for the time being of the
      relevant country;

            


    

     

    
      	
               
      

            	
              1.2.2.11

            	
              a
      Default (other than an Event of Default) being outstanding means that
      it has not been remedied or waived and an Event of Default being outstanding means that
      it has not been waived;

            


    

     

    
      	
               
      

            	
              1.2.2.12

            	
              a
      provision of law is a reference to that provision as extended, applied,
      amended or re-enacted and includes any subordinate
      legislation;

            


    

     

    
      	
               
      

            	
              1.2.2.13

            	
              a
      Clause, a Subclause or a Schedule is a reference to a clause or subclause
      of, or a schedule to, this
Agreement;

            


    

     

    
      	
               
      

            	
              1.2.2.14

            	
              a
      person includes its successors in title, permitted assigns and permitted
      transferees;

            


    

     

    
      	
               
      

            	
              1.2.2.15

            	
              a
      Finance Document or another document is a reference to that Finance
      Document or other document as amended;
and

            


    

     

    
      	
               
      

            	
              1.2.2.16

            	
              a
      time of day is a reference to London
time.

            


    

     

    
      	
               
      

            	
              1.2.3

            	
              Unless
      the contrary intention appears, a reference to a month or months 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 or the calendar
      month in which it is to end, except
that:

            


    

     

    
      	
               
      

            	
              1.2.3.1

            	
              if
      the numerically corresponding day is not a Business Day, the period will
      end on the next Business Day in that month (if there is one) or the
      preceding Business Day (if there is
not);

            


    

     

    
      	
               
      

            	
              1.2.3.2

            	
              if
      there is no numerically corresponding day in that month, that period will
      end on the last Business Day in that month;
and

            


    

     

    
      	
               
      

            	
              1.2.3.3

            	
              notwithstanding
      clause 1.2.3.1 above, a period which commences on the last Business Day of
      a month will end on the last Business Day in the next month or the
      calendar month in which it is to end, as
  appropriate.

            


    

     

    
      	
               
      

            	
              1.2.4

            	
              Unless
      expressly provided to the contrary in a Finance Document, a person who is
      not a party to a Finance Document may not enforce any of its terms under
      the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any
      term of any Finance Document, the consent of any third party is not
      required for any variation (including any release or compromise of any
      liability) or termination of that Finance
  Document.

            


    

     

    
      	
               
      

            	
              1.2.5

            	
              Unless
      the contrary intention appears:

            


    

     

    
      	
               
      

            	
              1.2.5.1

            	
              a
      reference to a Party will not include that Party if it has ceased to be a
      Party under this Agreement;

            


    

     

    
      	
               
      

            	
              1.2.5.2

            	
              a
      word or expression used in any other Finance Document or in any notice
      given in connection with any Finance Document has the same meaning in that
      Finance Document or notice as in this Agreement;
  and

            


    

     

    
      	
               
      

            	
              1.2.5.3

            	
              any
      obligation of the Company under the Finance Documents which is not a
      payment obligation remains in force for so long as any payment obligation
      of the Company is or may be outstanding under the Finance
      Documents.

            


    

     

    
      	
               
      

            	
              1.2.6

            	
              The
      headings in this Agreement do not affect its
    interpretation.

            


    

     

    
      	
              2.

            	
              THE
    FACILITY

            


    

     

    
      	
              2.1

            	
              The
    Facility

            


    

     

    Subject
to the terms of this Agreement, the Lenders make available to the Company a
revolving loan facility denominated in Sterling in an aggregate amount equal to
the Total Commitments.

     

    
      	
              2.2

            	
              Nature of a Finance Party's
      rights and obligations

            


    

     

    Unless
otherwise agreed by all the Finance Parties:

     

    
      	
               
      

            	
              2.2.1

            	
              the
      obligations of a Finance Party under the Finance Documents are
      several;

            


    

     

    
      	
               
      

            	
              2.2.2

            	
              failure
      by a Finance Party to perform its obligations does not affect the
      obligations of any other Party under the Finance
  Documents;

            


    

     

    
      	
               
      

            	
              2.2.3

            	
              no
      Finance Party is responsible for the obligations of any other Finance
      Party under the Finance Documents;

            


    

     

    
      	
               
      

            	
              2.2.4

            	
              the
      rights of a Finance Party under the Finance Documents are separate and
      independent rights;

            


    

     

    
      	
               
      

            	
              2.2.5

            	
              a
      debt arising under the Finance Documents to a Finance Party is a separate
      and independent debt; and

            


    

     

    
      	
               
      

            	
              2.2.6

            	
              a
      Finance Party may, except as otherwise stated in the Finance Documents,
      separately enforce those rights.

            


    

     

    
      	
              3.

            	
              PURPOSE

            


    

     

    
      	
              3.1

            	
              Purpose

            


    

     

    The
Company shall apply all amounts borrowed by it under the Facility
towards:

     

    
      	
               
      

            	
              3.1.1

            	
              the
      core working capital requirements of the Company (including the repayment
      of all loans made under the Existing Facility Agreement);
    and

            


    

     

    
      	
               
      

            	
              3.1.2

            	
              general
      corporate purposes,

            


    

     

    in each
case, in compliance with the Licence.

     

    
      	
              3.2

            	
              No obligation to
      monitor

            


    

     

    No
Finance Party is bound to monitor or verify any amount borrowed pursuant to this
Facility Agreement.

     

    
      	
              4.

            	
              CONDITIONS
      PRECEDENT

            


    

     

    
      	
              4.1

            	
              Conditions precedent
      documents

            


    

     

    A Request
may not be given until the Facility Agent has notified the Company and the
Lenders that it has received all of the documents and evidence set out in
Schedule 2 (Conditions precedent documents) in form and substance
satisfactory to the Facility Agent.  The Facility Agent must give this
notification to the Company and the Lenders promptly upon being so
satisfied.

     

    
      	
              4.2

            	
              Further conditions
      precedent

            


    

     

    The
obligations of each Lender to participate in any Loan are subject to the further
conditions precedent that on both the date of the Request and the Utilisation
Date for that Loan:

     

    
      	
               
      

            	
              4.2.1

            	
              the
      Repeating Representations are correct in all material respects;
      and

            


    

     

    
      	
               
      

            	
              4.2.2

            	
              no
      Default or, in the case of a Rollover Loan, no Event of Default is
      outstanding or would result from the
Loan.

            


    

     

    
      	
              4.3

            	
              Maximum
      number

            


    

     

    Unless
the Facility Agent agrees, a Request may not be given if, as a result, there
would be more than 15 Loans outstanding.

     

    
      	
              5.

            	
              UTILISATION

            


    

     

    
      	
              5.1

            	
              Giving of
      Requests

            


    

     

    
      	
               
      

            	
              5.1.1

            	
              The
      Company may borrow a Loan by giving to the Facility Agent a duly completed
      Request.

            


    

     

    
      	
               
      

            	
              5.1.2

            	
              Unless
      the Facility Agent otherwise agrees, the latest time for receipt by the
      Facility Agent of a duly completed Request is 11.00 a.m. one Business
      Day before the Rate Fixing Day for the proposed
  borrowing.

            


    

     

    
      	
               
      

            	
              5.1.3

            	
              Each
      Request is irrevocable.

            


    

     

    
      	
              5.2

            	
              Completion of
      Requests

            


    

     

    A Request
for a Loan will not be regarded as having been duly completed
unless:

     

    
      	
               
      

            	
              5.2.1

            	
              the
      Utilisation Date is a Business Day falling within the Availability
      Period;

            


    

     

    
      	
               
      

            	
              5.2.2

            	
              The
      amount of the Loan requested is:

            


    

     

    
      	
               
      

            	
              5.2.2.1

            	
              a
      minimum of £5,000,000 or its equivalent in accordance with Clause 6.5
      (Optional Currency Equivalents),  and an integral multiple of
      1,000,000 units of that currency;

            


    

     

    
      	
               
      

            	
              5.2.2.2

            	
              the
      maximum undrawn amount available under this Agreement for Loans under the
      Facility on the proposed Utilisation Date;
or

            


    

     

    
      	
               
      

            	
              5.2.2.3

            	
              such
      other amount as the Facility Agent may agree;
  and

            


    

     

    
      	
               
      

            	
              5.2.3

            	
              the
      proposed Term complies with this
Agreement.

            


    

     

    Only one
Loan may be requested in a Request.

     

    
      	
              5.3

            	
              Advance of
      Loan

            


    

     

    
      	
               
      

            	
              5.3.1

            	
              The
      Facility Agent must promptly notify each Lender of the details of the
      requested Loan and the amount of its share in that
  Loan.

            


    

     

    
      	
               
      

            	
              5.3.2

            	
              The
      amount of each Lender's share of the Loan will be its Pro Rata Share on
      the proposed Utilisation Date.

            


    

     

    
      	
               
      

            	
              5.3.3

            	
              No
      Lender is obliged to participate in a Loan if as a
  result:

            


    

     

    
      	
               
      

            	
              5.3.3.1

            	
              its
      share in the Loans would exceed its Commitment;
  or

            


    

     

    
      	
               
      

            	
              5.3.3.2

            	
              the
      Loans would exceed the Total
Commitments.

            


    

     

    
      	
               
      

            	
              5.3.4

            	
              If
      the conditions set out in this Agreement have been met, each Lender must
      make its share in the Loan available to the Facility Agent for the Company
      on the Utilisation Date.

            


    

     

    
      	
              6.

            	
              OPTIONAL
      CURRENCIES

            


    

     

    
      	
              6.1

            	
              General

            


    

     

    In this
Clause:

     

    Agent's Spot Rate of Exchange
means the Facility Agent's spot rate of exchange for the purchase of the
relevant currency in the London foreign exchange market with Sterling at or
about 11.00 a.m. on a particular day.

     

    Optional Currency means any
currency (other than Sterling) in which a Loan may be denominated under this
Agreement.

     

    Pre-approved Currency means
U.S.$ and euro.

     

    Sterling Amount of a Loan or
part of a Loan means:

     

    
      	
               
      

            	
              6.1.1

            	
              if
      the Loan is denominated in Sterling, its amount;
  or

            


    

     

    
      	
               
      

            	
              6.1.2

            	
              in
      the case of any Loan denominated in an Optional Currency, its equivalent
      in Sterling calculated on the basis of  the Agent's Spot Rate of
      Exchange one Business Day before the Rate Fixing Day for that
      Term.

            


    

     

    
      	
              6.2

            	
              Selection

            


    

     

    
      	
               
      

            	
              6.2.1

            	
              The
      Company must select the currency of a Loan in its Request. The Company may
      select Sterling or an Optional Currency for a
  Loan.

            


    

     

    
      	
               
      

            	
              6.2.2

            	
              Unless
      the Facility Agent otherwise agrees, the Loans may not be denominated at
      any one time in more than three
currencies.

            


    

     

    
      	
              6.3

            	
              Selection of Optional
      Currencies

            


    

     

    
      	
               
      

            	
              6.3.1

            	
              A
      Loan may be denominated in an Optional Currency for a Term
    if:

            


    

     

    
      	
               
      

            	
              6.3.1.1

            	
              that
      Optional Currency is readily available in the amount required and freely
      convertible into Sterling in the relevant interbank market on the Rate
      Fixing Day and the first day of that Term;
and

            


    

     

    
      	
               
      

            	
              6.3.1.2

            	
              that
      Optional Currency is a Pre-approved Currency or has been previously
      approved by the Facility Agent (acting on the instruction of all the
      Lenders) on or prior to receipt by the Facility Agent of the relevant
      Request for that Loan.

            


    

     

    
      	
               
      

            	
              6.3.2

            	
              If
      the Facility Agent has received a request from the Company for a currency
      to be approved as an Optional Currency (other than a Pre-approved
      Currency), the Facility Agent must, within five Business Days, confirm to
      the Company:

            


    

     

    
      	
               
      

            	
              6.3.2.1

            	
              whether
      or not the Lenders have given their approval;
  and

            


    

     

    
      	
               
      

            	
              6.3.2.2

            	
              if
      approval has been given, the minimum amount (and, if required, integral
      multiples) for any Loan in that
currency.

            


    

     

    
      	
              6.4

            	
              Revocation of
      currency

            


    

     

    
      	
               
      

            	
              6.4.1

            	
              Notwithstanding
      any other term of this Agreement, if before 12 noon on any Rate Fixing Day
      the Facility Agent receives notice from a Lender
  that:

            


    

     

    
      	
               
      

            	
              6.4.1.1

            	
              the
      Optional Currency requested is not readily available to it in the relevant
      interbank market in the amount and for the period required;
    or

            


    

     

    
      	
               
      

            	
              6.4.1.2

            	
              participating
      in a Loan in the proposed Optional Currency might contravene any law or
      regulation applicable to it,

            


    

     

    the
Facility Agent must give notice to the Company to that effect promptly and in
any event before 5.00 p.m. on that day.

     

    
      	
               
      

            	
              6.4.2

            	
              In
      this event:

            


    

     

    
      	
               
      

            	
              6.4.2.1

            	
              that
      Lender must participate in the Loan in Sterling;
  and

            


    

     

    
      	
               
      

            	
              6.4.2.2

            	
              the
      share of that Lender in the Loan and any other similarly affected
      Lender(s) will be treated as a separate Loan denominated in Sterling
      during that Term.

            


    

     

    
      	
               
      

            	
              6.4.3

            	
              Any
      part of a Loan treated as a separate Loan under this Subclause will not be
      taken into account for the purposes of any limit on the number of Loans or
      currencies outstanding at any one
time.

            


    

     

    
      	
               
      

            	
              6.4.4

            	
              A
      Loan will still be treated as a Rollover Loan if it is not denominated in
      the same currency as the maturing Loan by reason only of the operation of
      this Subclause.

            


    

     

    
      	
              6.5

            	
              Optional Currency
      equivalents

            


    

     

    Except as
expressly provided in this Agreement, the equivalent in Sterling of a Loan or
part of a Loan in an Optional Currency for the purposes of
calculating:

     

    
      	
               
      

            	
              6.5.1

            	
              whether
      any limit under this Agreement has been
  exceeded;

            


    

     

    
      	
               
      

            	
              6.5.2

            	
              the
      amount of a Loan;

            


    

     

    
      	
               
      

            	
              6.5.3

            	
              the
      share of a Lender in a Loan;

            


    

     

    
      	
               
      

            	
              6.5.4

            	
              the
      amount of any repayment of a Loan;
or

            


    

     

    
      	
               
      

            	
              6.5.5

            	
              the
      undrawn amount of a Lender's
Commitment,

            


    

     

    is its
Sterling Amount.

     

    
      	
              6.6

            	
              Notification

            


    

     

    The
Facility Agent must notify the Lenders and the Company of the relevant Sterling
Amount (and the applicable Agent's Spot Rate of Exchange) by 3:00pm one Business
Day before the Rate Fixing Date.

     

    
      	
              7.

            	
              REPAYMENT

            


    

     

    
      	
              7.1

            	
              Repayment of
      Loans

            


    

     

    
      	
               
      

            	
              7.1.1

            	
              The
      Company must repay each Loan in full on its Maturity Date.  No
      Loan may be outstanding after the applicable Final Maturity
      Date.

            


    

     

    
      	
               
      

            	
              7.1.2

            	
              Subject
      to the other terms of this Agreement, any amounts repaid under clause
      7.1.1 above may be re-borrowed.

            


    

     

    
      	
              8.

            	
              PREPAYMENT AND
      CANCELLATION

            


    

     

    
      	
              8.1

            	
              Mandatory prepayment -
      illegality

            


    

     

    
      	
               
      

            	
              8.1.1

            	
              A
      Lender must notify the Company promptly if it becomes aware that it is
      unlawful in any jurisdiction for that Lender to perform any of its
      obligations under a Finance Document or to fund or maintain its share in
      any Loan.

            


    

     

    
      	
               
      

            	
              8.1.2

            	
              After
      notification under clause 8.1.1
above:

            


    

     

    
      	
               
      

            	
              8.1.2.1

            	
              the
      Company must repay or prepay the share of that Lender in each Loan made to
      it on the date specified in clause 8.1.3 below;
  and

            


    

     

    
      	
               
      

            	
              8.1.2.2

            	
              the
      Commitments of that Lender will be immediately
  cancelled.

            


    

     

    
      	
               
      

            	
              8.1.3

            	
              The
      date for repayment or prepayment of a Lender's share in a Loan will
      be:

            


    

     

    
      	
               
      

            	
              8.1.3.1

            	
              the
      Business Day following receipt by the Company of notice from the Lender
      under clause 8.1.1 above; or

            


    

     

    
      	
               
      

            	
              8.1.3.2

            	
              if
      later, the latest date allowed by the relevant
  law.

            


    

     

    
      	
              8.2

            	
              Mandatory prepayment - change
      of control

            


    

     

    If,
except in the context of a group reorganisation where the Company continues to
be controlled directly or indirectly, by PPL Corporation, the Company becomes
aware of any person (whether alone or together with any associated person or
persons) gaining control of the Company (for these purposes "associated person"
means, in relation to any person, a person who is (i) "acting in concert"
(as defined in the City Code on Takeovers and Mergers) with that person or
(ii) a "connected person" (as defined in section 839 of the Taxes Act)
of that person and "control" has the meaning given to it in Section 1159 of the
Companies Act 2006):

     

    
      	
               
      

            	
              8.2.1

            	
              within
      5 days of such date, the Company shall give notice of such change of
      control to the Facility Agent;

            


    

     

    
      	
               
      

            	
              8.2.2

            	
              the
      Lenders and the Company shall immediately enter into negotiations for a
      period of not more than 45 days from the date of the change of
      control with a view to agreeing whether the Facility shall continue to be
      made available and on what terms;

            


    

     

    
      	
               
      

            	
              8.2.3

            	
              if
      no such agreement is reached within the said period of 45 days
      then:

            


    

     

    
      	
               
      

            	
              8.2.3.1

            	
              any
      Lender may on 10 days' notice to the Facility Agent and to the Company
      require the repayment of its share in each Loan and cancel its Commitment;
      and

            


    

     

    
      	
               
      

            	
              8.2.3.2

            	
              the
      Majority Lenders may on 10 days' notice to the Company require repayment
      in full of all outstanding Loans and cancel the Total Commitments;
      and

            


    

     

    
      	
               
      

            	
              8.2.4

            	
              A
      Lender shall not be obliged to fund any further utilisations of the
      Facility (except for a Rollover Loan) during the negotiation period set
      out in clause 8.2.2, and if no agreement is reached within such
      negotiation period, during the 10 day notice period set out in clause
      8.2.3.

            


    

     

    
      	
              8.3

            	
              Voluntary
      prepayment

            


    

     

    
      	
               
      

            	
              8.3.1

            	
              The
      Company may, by giving not less than three Business Days' prior written
      notice to the Facility Agent, prepay any Loan at any time in whole or in
      part.

            


    

     

    
      	
               
      

            	
              8.3.2

            	
              A
      prepayment of part of a Loan drawn in US Dollars must be in a minimum
      amount of $5,000,000 and an integral multiple of U.S.
      $1,000,000.

            


    

     

    
      	
               
      

            	
              8.3.3

            	
              A
      prepayment of part of a Loan drawn in Sterling must be in a minimum amount
      of £5,000,000 and an integral multiple of
  £1,000,000.

            


    

     

    
      	
               
      

            	
              8.3.4

            	
              A
      prepayment of part of a Loan drawn in euros must be in a minimum amount of
      €5,000,000 and an integral multiple of
  €1,000,000.

            


    

     

    
      	
              8.4

            	
              Automatic
      cancellation

            


    

     

    The
Commitments of each Lender will be automatically cancelled at the close of
business on the last day of the relevant Availability Period.

     

    
      	
              8.5

            	
              Voluntary
      cancellation

            


    

     

    
      	
               
      

            	
              8.5.1

            	
              The
      Company may, by giving not less than three Business Days' prior written
      notice to the Facility Agent, cancel the unutilised amount of the Total
      Commitments in whole or in part.

            


    

     

    
      	
               
      

            	
              8.5.2

            	
              Partial
      cancellation of the Total Commitments must be in a minimum amount of
      £5,000,000 and an integral multiple of
  £1,000,000.

            


    

     

    
      	
               
      

            	
              8.5.3

            	
              Any
      cancellation in part will be applied against the Commitment of each Lender
      pro rata.

            


    

     

    
      	
              8.6

            	
              Involuntary prepayment and
      cancellation

            


    

     

    
      	
               
      

            	
              8.6.1

            	
              If
      the Company is, or will be, required to pay to a Lender a Tax Payment or
      an Increased Cost, the Company may, while the requirement continues, give
      notice to the Facility Agent requesting prepayment and cancellation in
      respect of that Lender.

            


    

     

    
      	
               
      

            	
              8.6.2

            	
              After
      notification under clause 8.6.1
above:

            


    

     

    
      	
               
      

            	
              8.6.2.1

            	
              the
      Company must repay or prepay that Lender's share in each Loan made to it
      on the date specified in clause 8.6.3 below;
and

            


    

     

    
      	
               
      

            	
              8.6.2.2

            	
              the
      Commitments of that Lender will be immediately
  cancelled.

            


    

     

    
      	
               
      

            	
              8.6.3

            	
              The
      date for repayment or prepayment of a Lender's share in a Loan will be the
      last day of the current Term for that Loan or, if earlier, the date
      specified by the Company in its
notification.

            


    

     

    
      	
              8.7

            	
              Re-borrowing of
      Loans

            


    

     

    Any
voluntary prepayment of a Loan may be re-borrowed on the terms of this
Agreement.  Any mandatory or involuntary prepayment of a Loan may not
be re-borrowed.

     

    
      	
              8.8

            	
              Miscellaneous
      provisions

            


    

     

    
      	
               
      

            	
              8.8.1

            	
              Any
      notice of prepayment and/or cancellation under this Agreement is
      irrevocable and must specify the relevant date(s) and the affected Loans
      and Commitments.  The Facility Agent must notify the Lenders
      promptly of receipt of any such
notice.

            


    

     

    
      	
               
      

            	
              8.8.2

            	
              All
      prepayments under this Agreement must be made with accrued interest on the
      amount prepaid.  No premium or penalty is payable in respect of
      any prepayment except for Break
Costs.

            


    

     

    
      	
               
      

            	
              8.8.3

            	
              The
      Majority Lenders may agree a shorter notice period for a voluntary
      prepayment or a voluntary
cancellation.

            


    

     

    
      	
               
      

            	
              8.8.4

            	
              No
      prepayment or cancellation is allowed except in accordance with the
      express terms of this Agreement.

            


    

     

    
      	
               
      

            	
              8.8.5

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

            


    

     

    
      	
              9.

            	
              INTEREST

            


    

     

    
      	
              9.1

            	
              Calculation of
      interest

            


    

     

    The rate
of interest on each Loan for each Term is the percentage rate per annum equal to
the aggregate of the applicable:

     

    
      	
               
      

            	
              9.1.1

            	
              Margin;

            


    

     

    
      	
               
      

            	
              9.1.2

            	
              LIBOR;
      and

            


    

     

    
      	
               
      

            	
              9.1.3

            	
              Mandatory
      Cost.

            


    

     

    
      	
              9.2

            	
              Payment of
      interest

            


    

     

    Except
where it is provided to the contrary in this Agreement, the Company must pay
accrued interest on each Loan made to it on the last day of each Term and also,
if the Term is longer than six months, on the dates falling at six-monthly
intervals after the first day of that Term.

     

    
      	
              9.3

            	
              Interest on overdue
      amounts

            


    

     

    
      	
               
      

            	
              9.3.1

            	
              If
      the Company fails to pay any amount payable by it under the Finance
      Documents, it must immediately on demand by the Facility Agent pay
      interest on the overdue amount from its due date up to the date of actual
      payment, both before, on and after
judgment.

            


    

     

    
      	
               
      

            	
              9.3.2

            	
              Interest
      on an overdue amount is payable at a rate determined by the Facility Agent
      to be one per cent. per annum above the rate which would have been payable
      if the overdue amount had, during the period of non-payment, constituted a
      Loan in the currency of the overdue amount.  For this purpose,
      the Facility Agent may (acting
reasonably):

            


    

     

    
      	
               
      

            	
              9.3.2.1

            	
              select
      successive Terms of any duration of up to three months;
  and

            


    

     

    
      	
               
      

            	
              9.3.2.2

            	
              determine
      the appropriate Rate Fixing Day for that
Term.

            


    

     

    
      	
               
      

            	
              9.3.3

            	
              Notwithstanding
      clause 9.3.2 above, if the overdue amount is a principal amount of a Loan
      and becomes due and payable prior to the last day of its current Term,
      then:

            


    

     

    
      	
               
      

            	
              9.3.3.1

            	
              the
      first Term for that overdue amount will be the unexpired portion of that
      Term; and

            


    

     

    
      	
               
      

            	
              9.3.3.2

            	
              the
      rate of interest on the overdue amount for that first Term will be one per
      cent. per annum above the rate then payable on that
  Loan.

            


    

     

    After the
expiry of the first Term for that overdue amount, the rate on the overdue amount
will be calculated in accordance with clause 9.3.2 above.

     

    
      	
               
      

            	
              9.3.4

            	
              Interest
      (if unpaid) on an overdue amount will be compounded with that overdue
      amount at the end of each of its Terms but will remain immediately due and
      payable.

            


    

     

    
      	
              9.4

            	
              Notification of rates of
      interest

            


    

     

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

     

    
      	
              10.

            	
              TERMS

            


    

     

    
      	
              10.1

            	
              Selection

            


    

     

    
      	
               
      

            	
              10.1.1

            	
              Each
      Loan has one Term only.

            


    

     

    
      	
               
      

            	
              10.1.2

            	
              The
      Company must select the Term for a Loan in the relevant
      Request.

            


    

     

    
      	
               
      

            	
              10.1.3

            	
              Subject
      to the following provisions of this Clause, each Term for a Loan will be
      one, two, three or six months or for a period of one to thirty days
      duration as selected by the Company or any other period agreed by the
      Company and the Lenders.

            


    

     

    
      	
               
      

            	
              10.1.4

            	
              A
      Term for a Loan shall start on the Utilisation Date for that
      Loan.

            


    

     

    
      	
              10.2

            	
              No overrunning the Final
      Maturity Date

            


    

     

    If a Term
would otherwise overrun the Final Maturity Date, it will be shortened so that it
ends on the Final Maturity Date.

     

    
      	
              10.3

            	
              Other
      adjustments

            


    

     

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

     

    
      	
              10.4

            	
              Notification

            


    

     

    The
Facility Agent must notify the Company and the Lenders of the duration of each
Term promptly after ascertaining its duration.

     

    
      	
              11.

            	
              MARKET
      DISRUPTION

            


    

     

    
      	
              11.1

            	
              Failure of a Reference Bank to
      supply a rate

            


    

     

    If LIBOR
is to be calculated by reference to the Reference Banks but a Reference Bank
does not supply a rate by 12.00 noon on a Rate Fixing Day, the applicable LIBOR
will, subject as provided below, be calculated on the basis of the rates of the
remaining Reference Banks.

     

    
      	
              11.2

            	
              Market
      disruption

            


    

     

    
      	
               
      

            	
              11.2.1

            	
              In
      this Clause, each of the following events is a market disruption
      event:

            


    

     

    
      	
               
      

            	
              11.2.1.1

            	
              LIBOR
      is to be calculated by reference to the Reference Banks but no, or only
      one, Reference Bank supplies a rate by 12.00 noon on the Rate Fixing Day;
      or

            


    

     

    
      	
               
      

            	
              11.2.1.2

            	
              the
      Facility Agent receives by close of business on the Rate Fixing Day
      notification from Lenders whose shares in the relevant Loan exceed 50 per
      cent. of that Loan that such Lenders are unable to obtain matching
      deposits in the relevant interbank market or the rate at which they can do
      so is in excess of LIBOR for the relevant
Term.

            


    

     

    
      	
               
      

            	
              11.2.2

            	
              The
      Facility Agent must promptly notify the Company and the Lenders of a
      market disruption event.

            


    

     

    
      	
               
      

            	
              11.2.3

            	
              After
      notification under clause 11.2.2 above, the rate of interest on each
      Lender's share in the affected Loan for the relevant Term will be the
      aggregate of the applicable:

            


    

     

    
      	
               
      

            	
              11.2.3.1

            	
              Margin;

            


    

     

    
      	
               
      

            	
              11.2.3.2

            	
              rate
      notified to the Facility Agent by that Lender as soon as practicable, and
      in any event before interest is due to be paid in respect of that Term, to
      be that which expresses as a percentage rate per annum the cost to that
      Lender of funding its share in that Loan from whatever source it may
      reasonably select; and

            


    

     

    
      	
               
      

            	
              11.2.3.3

            	
              Mandatory
      Cost.

            


    

     

    
      	
              11.3

            	
              Alternative basis of interest
      or funding

            


    

     

    
      	
               
      

            	
              11.3.1

            	
              If
      a market disruption event occurs and the Facility Agent or the Company so
      requires, the Company and the Facility Agent must enter into negotiations
      for a period of not more than 30 days with a view to agreeing an
      alternative basis for determining the rate of interest and/or funding for
      the affected Loan and any future
Loan.

            


    

     

    
      	
               
      

            	
              11.3.2

            	
              Any
      alternative basis agreed will be, with the prior consent of all the
      Lenders, binding on all the
Parties.

            


    

     

    
      	
              12.

            	
              TAXES

            


    

     

    
      	
              12.1

            	
              General

            


    

     

    In this
Clause:

     

    Tax Credit means a credit
against any Tax or any relief or remission for Tax (or its
repayment).

     

    U.K. Lender means a Lender
which is within the charge to U.K. corporation tax in respect of, and
beneficially entitled to, a payment of interest on a Loan made by a person that
was a bank for the purposes of section 879 of the ITA at the time the Loan was
made.

     

    
      	
              12.2

            	
              Tax
    gross-up

            


    

     

    
      	
               
      

            	
              12.2.1

            	
              The
      Company must make all payments to be made by it under the Finance
      Documents without any Tax Deduction, unless a Tax Deduction is required by
      law.

            


    

     

    
      	
               
      

            	
              12.2.2

            	
              If:

            


    

     

    
      	
               
      

            	
              12.2.2.1

            	
              a
      Lender is not, or ceases to be, a U.K. Lender;
  or

            


    

     

    
      	
               
      

            	
              12.2.2.2

            	
              the
      Company or a Lender is aware that the Company must make a Tax Deduction
      (or that there is a change in the rate or the basis of a Tax
      Deduction),

            


    

     

    it must
promptly notify the Facility Agent.  The Facility Agent must then
promptly notify the affected Parties.

     

    
      	
               
      

            	
              12.2.3

            	
              Except
      as provided below, if a Tax Deduction is required by law to be made by the
      Company or the Facility Agent, the amount of the payment due from the
      Company will be increased to an amount which (after making the Tax
      Deduction) leaves an amount equal to the payment which would have been due
      if no Tax Deduction had been
required.

            


    

     

    
      	
               
      

            	
              12.2.4

            	
              Except
      as provided below, the Company is not required to make an increased
      payment under clause 12.2.3 above to a Lender that is not, or has ceased
      to be, a U.K. Lender in excess of the amount that the Company would have
      had to pay had the Lender been, or not ceased to be, a U.K.
      Lender.

            


    

     

    
      	
               
      

            	
              12.2.5

            	
              Clause
      12.2.4 above will not apply if the Lender has ceased to be a U.K. Lender
      by reason of any change after the date it became a Lender under this
      Agreement in (or in the interpretation, administration, or application of)
      any law or double taxation agreement or any published practice or
      concession of any relevant taxing
authority.

            


    

     

    
      	
               
      

            	
              12.2.6

            	
              Where
      a Lender fails to give notice under clause 12.2.2 above within 60 days
      after it obtains knowledge (or, after reasonable due enquiry, ought to
      have obtained knowledge) of such event, then such Lender shall, with
      respect to any claim made by it under this Clause 12.2 (Tax gross-up),
      only be entitled to claim an increased payment for the period from and
      after the date that is 60 days prior to the date on which the Lender does
      give notice.

            


    

     

    
      	
               
      

            	
              12.2.7

            	
              If
      the Company is required to make a Tax Deduction, it must make the minimum
      Tax Deduction and must make any payment required in connection with that
      Tax Deduction within the time allowed by
law.

            


    

     

    
      	
               
      

            	
              12.2.8

            	
              Within
      30 days of making either a Tax Deduction or a payment required in
      connection with a Tax Deduction, the Company must deliver to the Facility
      Agent for the relevant Finance Party entitled to the payment a statement
      under section 975 of the ITA or other evidence satisfactory to that
      Finance Party (acting reasonably) that the Tax Deduction has been made or
      (as applicable) the appropriate payment has been paid to the relevant
      taxing authority.

            


    

     

    
      	
              12.3

            	
              Tax
      indemnity

            


    

     

    
      	
               
      

            	
              12.3.1

            	
              Except
      as provided below, the Company must indemnify a Finance Party against any
      loss or liability which that Finance Party (in its absolute discretion)
      determines will be or has been suffered (directly or indirectly) by that
      Finance Party for or on account of Tax in relation to a payment received
      or receivable (or any payment deemed to be received or receivable) under a
      Finance Document.

            


    

     

    
      	
               
      

            	
              12.3.2

            	
              Clause
      12.3.1 above does not apply to any Tax assessed on a Finance Party under
      the laws of the jurisdiction in
which:

            


    

     

    
      	
               
      

            	
              12.3.2.1

            	
              that
      Finance Party is incorporated or, if different, the jurisdiction (or
      jurisdictions) in which that Finance Party is treated as resident for tax
      purposes; or

            


    

     

    
      	
               
      

            	
              12.3.2.2

            	
              that
      Finance Party's Facility Office is located in respect of amounts received
      or receivable in that jurisdiction,

            


    

     

    if that
Tax is imposed on or calculated by reference to the net income received or
receivable by that Finance Party. However, any payment deemed to be received or
receivable, including any amount treated as income but not actually received by
the Finance Party, such as a Tax Deduction, will not be treated as net income
received or receivable for this purpose.

     

    
      	
               
      

            	
              12.3.3

            	
              A
      Finance Party making, or intending to make, a claim under clause 12.3.1
      above must promptly notify the Company of the event which will give, or
      has given, rise to the claim.

            


    

     

    
      	
              12.4

            	
              Tax
    Credit

            


    

     

    If the
Company makes a Tax Payment and the relevant Finance Party has obtained and used
any Tax Credit that is attributable to that Tax Payment, then, if in its
discretion (acting reasonably) it can do so without any further adverse
consequences for it, that Finance Party must pay an amount to the Company which
that Finance Party determines (in its discretion, acting reasonably) will leave
it (after that payment) in the same after-tax position as it would have been in
if the Tax Payment had not been required to be made by the
Company.  The relevant Finance Party shall take those steps it
considers in its opinion reasonable to seek and claim any tax
credit.

     

    
      	
              12.5

            	
              Tax Warranty of
      Lenders

            


    

     

    Each
Lender severally warrants to the Company on the date it becomes a Lender that it
is a U.K. Lender.  A Lender must promptly notify the Company if it
ceases to be a U.K. Lender after this Agreement is entered into.

     

    
      	
              12.6

            	
              Stamp
    taxes

            


    

     

    The
Company must pay and indemnify each Finance Party against any stamp duty,
registration or other similar Tax payable in connection with the entry into,
performance or enforcement of any Finance Document, except for any such Tax
payable in connection with the entry into of a Transfer
Certificate.

     

    
      	
              12.7

            	
              Value added
      taxes

            


    

     

    
      	
               
      

            	
              12.7.1

            	
              All
      costs and expenses payable under a Finance Document by the Company is
      exclusive of any value added tax or any other Tax of a similar nature
      which might be chargeable in connection with that amount.  If
      any such Tax is chargeable, the Company must pay to the Finance Party (in
      addition to and at the same time as paying that amount) an amount equal to
      the amount of that Tax.

            


    

     

    
      	
               
      

            	
              12.7.2

            	
              The
      obligation of the Company under clause 12.7.1 above will be reduced to the
      extent that the Finance Party determines (acting reasonably) that it is
      entitled to repayment or a credit in respect of the relevant
      Tax.

            


    

     

    
      	
              13.

            	
              INCREASED
      COSTS

            


    

     

    
      	
              13.1

            	
              Increased
      Costs

            


    

     

    Except as
provided below in this Clause, the Company must pay to a Finance Party the
amount of any Increased Cost incurred by that Finance Party or any of its
Affiliates as a result of:

     

    
      	
               
      

            	
              13.1.1

            	
              the
      introduction of, or any change in, or any change in the interpretation or
      application of, any law or regulation;
or

            


    

     

    
      	
               
      

            	
              13.1.2

            	
              compliance
      with any law or regulation,

            


    

     

    made
after the date of this Agreement.

     

    
      	
              13.2

            	
              Exceptions

            


    

     

    The
Company need not make any payment for an Increased Cost to the extent that the
Increased Cost is:

     

    
      	
               
      

            	
              13.2.1

            	
              compensated
      for under another Clause or would have been but for an exception to that
      Clause;

            


    

     

    
      	
               
      

            	
              13.2.2

            	
              a
      Tax on the overall net income of a Finance Party or any of its
      Affiliates;

            


    

     

    
      	
               
      

            	
              13.2.3

            	
              attributable
      to a Finance Party or its Affiliate wilfully failing to comply with any
      law or regulation; or

            


    

     

    
      	
               
      

            	
              13.2.4

            	
              incurred
      in any period or periods ending prior to the date falling 60 days before
      the date any demand in relation to that Increased Cost is made (save where
      the relevant Finance Party (after due enquiry) was unaware of the
      existence of such Increased Cost or where such Increased Cost is caused by
      reason of a change in (or in the interpretation, administration or
      application of) law with retrospective
effect).

            


    

     

    
      	
              13.3

            	
              Claims

            


    

     

    A Finance
Party intending to make a claim for an Increased Cost must notify the Company
promptly of the circumstances giving rise to, and the amount of, the
claim.

     

    
      	
              14.

            	
              MITIGATION

            


    

     

    
      	
              14.1

            	
              Mitigation

            


    

     

    
      	
               
      

            	
              14.1.1

            	
              Each
      Finance Party must, in consultation with the Company (other than upon the
      occurrence of an event referred to at Clause 14.1.1.4 where no such
      consultation is required), take all reasonable steps to mitigate any
      circumstances which arise and which result or would result
    in:

            


    

     

    
      	
               
      

            	
              14.1.1.1

            	
              any
      Tax Payment or Increased Cost being payable to that Finance
      Party;

            


    

     

    
      	
               
      

            	
              14.1.1.2

            	
              that
      Finance Party being able to exercise any right of prepayment and/or
      cancellation under this Agreement by reason of any
    illegality;

            


    

     

    
      	
               
      

            	
              14.1.1.3

            	
              that
      Finance Party incurring any cost of complying with the minimum reserve
      requirements of the European Central Bank;
or

            


    

     

    
      	
               
      

            	
              14.1.1.4

            	
              the
      occurrence of any market disruption
event,

            


    

     

    including
transferring its rights and obligations under the Finance Documents to an
Affiliate or changing its Facility Office.

     

    
      	
               
      

            	
              14.1.2

            	
              A
      Finance Party is not obliged to take any step under this Subclause if, in
      the opinion of that Finance Party (acting reasonably), to do so might be
      prejudicial to it.

            


    

     

    
      	
               
      

            	
              14.1.3

            	
              Each
      Finance Party must promptly notify the Company of any circumstances as
      described in Clauses 14.1.1.1 to
14.1.1.4.

            


    

     

    
      	
               
      

            	
              14.1.4

            	
              The
      Company must indemnify each Finance Party for all costs and expenses
      reasonably incurred by it as a result of any step taken under this Clause
      14.1 (Mitigation).

            


    

     

    
      	
               
      

            	
              14.1.5

            	
              This
      clause does not in any way limit the obligations of the Company under the
      Finance Documents.

            


    

     

    
      	
              14.2

            	
              Substitution

            


    

     

    Notwithstanding
Clause 14.1, if any circumstances arise which result in:

     

    
      	
               
      

            	
              14.2.1

            	
              any
      Tax Payment or Increased Cost being payable to that Finance
      Party;

            


    

     

    
      	
               
      

            	
              14.2.2

            	
              that
      Finance Party being able to exercise any right of prepayment and/or
      cancellation under this Agreement by reason of any
    illegality;

            


    

     

    
      	
               
      

            	
              14.2.3

            	
              that
      Finance Party incurring any cost of complying with the minimum reserve
      requirements of the European Central Bank;
or

            


    

     

    
      	
               
      

            	
              14.2.4

            	
              the
      occurrence of any market disruption
event,

            


    

     

    then the
Company, at its expense, at any time within 180 days after the occurrence of the
relevant event or circumstance, so long as no Default is outstanding, may by
notice to such Finance Party require it (and, if applicable, its Affiliate) to
novate all (and not part only) its rights and obligations hereunder (including
its Commitments and its share of any Loans) in accordance with Clause 27 to a
bank or financial institution specified by the Company and acceptable to the
Facility Agent which is willing to take such a novation as aforesaid provided
that:

     

    
      	
               
      

            	
              14.2.5

            	
              such
      novation shall not conflict with or violate any law applicable to or
      binding on such Finance Party (or, if applicable, its Affiliate);
      and

            


    

     

    
      	
               
      

            	
              14.2.6

            	
              the
      Company shall have paid to the Finance Party (or, if applicable, its
      Affiliate) all amounts accrued and owing
  hereunder.

            


    

     

    Notwithstanding
the above, the Company shall not be entitled to require a novation under this
Clause 14.2 with respect to any Finance Party if:

     

    
      	
               
      

            	
              14.2.7

            	
              the
      relevant Finance Party shall have mitigated the effect of the relevant
      event or circumstance as provided in Clause 14.1.1.1, and the novation
      would have no greater or further mitigating effect;
  or

            


    

     

    
      	
               
      

            	
              14.2.8

            	
              the
      relevant event or circumstances are applicable to all Finance
      Parties.

            


    

     

    
      	
              14.3

            	
              Conduct of business by a
      Finance Party

            


    

     

    No term
of this Agreement will:

     

    
      	
               
      

            	
              14.3.1

            	
              interfere
      with the right of any Finance Party to arrange its affairs (Tax or
      otherwise) in whatever manner it thinks fit or oblige any Finance Party to
      investigate or claim any Tax Credit;
or

            


    

     

    
      	
               
      

            	
              14.3.2

            	
              oblige
      any Finance Party to disclose any information relating to its affairs (Tax
      or otherwise) or any computation in respect of
  Tax.

            


    

     

    
      	
              15.

            	
              PAYMENTS

            


    

     

    
      	
              15.1

            	
              Place

            


    

     

    Unless a
Finance Document specifies that payments under it are to be made in another
manner, all payments by a Party (other than the Facility Agent) under the
Finance Documents must be made to the Facility Agent to its account at such
office or bank:

     

    
      	
               
      

            	
              15.1.1

            	
              in
      the principal financial centre of the country of the relevant currency;
      or

            


    

     

    
      	
               
      

            	
              15.1.2

            	
              in
      the case of euro, in the principal financial centre of a Participating
      Member State or London,

            


    

     

    as it may
notify to that Party for this purpose by not less than five Business Days' prior
notice.

     

    
      	
              15.2

            	
              Funds

            


    

     

    Payments
under the Finance Documents to the Facility Agent must be made for value on the
due date at such times and in such funds as the Facility Agent may specify to
the Party concerned as being customary at the time for the settlement of
transactions in the relevant currency in the place for payment.

     

    
      	
              15.3

            	
              Distribution

            


    

     

    
      	
               
      

            	
              15.3.1

            	
              Each
      payment received by the Facility Agent under the Finance Documents for
      another Party must, except as provided below, be made available by the
      Facility Agent to that Party by payment (as soon as practicable after
      receipt) to its account with such office or
  bank:

            


    

     

    
      	
               
      

            	
              15.3.1.1

            	
              in
      the principal financial centre of the country of the relevant currency;
      or

            


    

     

    
      	
               
      

            	
              15.3.1.2

            	
              in
      the case of euro, in the principal financial centre of a Participating
      Member State or London,

            


    

     

    as it may
notify to the Facility Agent for this purpose by not less than five Business
Days' prior notice.

     

    
      	
               
      

            	
              15.3.2

            	
              The
      Facility Agent may apply any amount received by it for the Company in or
      towards payment (as soon as practicable after receipt) of any amount due
      from the Company under the Finance Documents or in or towards the purchase
      of any amount of any currency to be so
applied.

            


    

     

    
      	
               
      

            	
              15.3.3

            	
              Where
      a sum is paid to the Facility Agent under this Agreement for another
      Party, the Facility Agent is not obliged to pay that sum to that Party
      until it has established that it has actually received
      it.  However, the Facility Agent may assume that the sum has
      been paid to it, and, in reliance on that assumption, make available to
      that Party a corresponding amount.  If it transpires that the
      sum has not been received by the Facility Agent, that Party must
      immediately on demand by the Facility Agent refund any corresponding
      amount made available to it together with interest on that amount from the
      date of payment to the date of receipt by the Facility Agent at a rate
      calculated by the Facility Agent to reflect its cost of
    funds.

            


    

     

    
      	
              15.4

            	
              Currency

            


    

     

    
      	
               
      

            	
              15.4.1

            	
              Unless
      a Finance Document specifies that payments under it are to be made in a
      different manner, the currency of each amount payable under the Finance
      Documents is determined under this
Clause.

            


    

     

    
      	
               
      

            	
              15.4.2

            	
              Interest
      is payable in the currency in which the relevant amount in respect of
      which it is payable is denominated.

            


    

     

    
      	
               
      

            	
              15.4.3

            	
              A
      repayment or prepayment of any principal amount (or overdue amount) is
      payable in the currency in which that principal amount (or overdue amount)
      is denominated on its due date.

            


    

     

    
      	
               
      

            	
              15.4.4

            	
              Amounts
      payable in respect of costs and expenses and Taxes are payable in the
      currency in which they are
incurred.

            


    

     

    
      	
               
      

            	
              15.4.5

            	
              Each
      other amount payable under the Finance Documents is payable in
      Sterling.

            


    

     

    
      	
               
      

            	
              15.4.6

            	
              Any
      amount expressed to be payable in a currency other than Sterling shall be
      paid in that other currency.

            


    

     

    
      	
              15.5

            	
              No set-off or
      counterclaim

            


    

     

    All
payments made by the Company under the Finance Documents must be made without
set-off or counterclaim.

     

    
      	
              15.6

            	
              Business
      Days

            


    

     

    
      	
               
      

            	
              15.6.1

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

            


    

     

    
      	
               
      

            	
              15.6.2

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

            


    

     

    
      	
              15.7

            	
              Partial
      payments

            


    

     

    
      	
               
      

            	
              15.7.1

            	
              If
      any Administrative Party receives a payment insufficient to discharge all
      the amounts then due and payable by the Company under the Finance
      Documents, the Administrative Party must apply that payment towards the
      obligations of the Company under the Finance Documents in the following
      order:

            


    

     

    
      	
               
      

            	
              15.7.1.1

            	
              first, in or towards
      payment pro rata of any unpaid fees, costs and expenses of the
      Administrative Parties under the Finance
  Documents;

            


    

     

    
      	
               
      

            	
              15.7.1.2

            	
              secondly, in or towards
      payment pro rata of any accrued interest or fee due but unpaid under this
      Agreement;

            


    

     

    
      	
               
      

            	
              15.7.1.3

            	
              thirdly, in or towards
      payment pro rata of any principal amount due but unpaid under this
      Agreement; and

            


    

     

    
      	
               
      

            	
              15.7.1.4

            	
              fourthly, in or towards
      payment pro rata of any other sum due but unpaid under the Finance
      Documents.

            


    

     

    
      	
               
      

            	
              15.7.2

            	
              The
      Facility Agent must, if so directed by all the Lenders, vary the order set
      out in sub-clauses 15.7.1.1 to 15.7.1.4
above.

            


    

     

    
      	
               
      

            	
              15.7.3

            	
              This
      Subclause will override any appropriation made by the
    Company.

            


    

     

    
      	
              15.8

            	
              Timing of
      payments

            


    

     

    If a
Finance Document does not provide for when a particular payment is due, that
payment will be due within three Business Days of demand by the relevant Finance
Party.

     

    
      	
              16.

            	
              REPRESENTATIONS

            


    

     

    
      	
              16.1

            	
              Representations

            


    

     

    The
representations set out in this Clause are made by the Company to each
Finance Party.

     

    
      	
              16.2

            	
              Status

            


    

     

    It is a
limited liability company, duly incorporated and validly existing under the
Companies Act 2006 in England and Wales.

     

    
      	
              16.3

            	
              Powers and
      authority

            


    

     

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

     

    
      	
              16.4

            	
              Legal
      validity

            


    

     

    Subject
to any general principles of law limiting its obligations and referred to in any
legal opinion required under this Agreement, each Finance Document to which it
is a party is its legally binding, valid and enforceable
obligation.

     

    
      	
              16.5

            	
              Non-conflict

            


    

     

    The entry
into and performance by it of, and the transactions contemplated by, the Finance
Documents do not conflict with any borrowing or other power or restricted
granted or imposed by:

     

    
      	
               
      

            	
              16.5.1

            	
              any
      law or regulation applicable to it and violation of which has or is likely
      to have a Material Adverse Effect;
or

            


    

     

    
      	
               
      

            	
              16.5.2

            	
              its
      constitutional documents.

            


    

     

    
      	
              16.6

            	
              No
    default

            


    

     

    
      	
               
      

            	
              16.6.1

            	
              No
      Event of Default is continuing or might reasonably be expected to result
      from the making of any Loan.

            


    

     

    
      	
               
      

            	
              16.6.2

            	
              No
      other event or circumstance is outstanding which constitutes a default
      under any other agreement or instrument which is binding on it or any of
      its Subsidiaries or to which its (or any of its Subsidiaries’) assets are
      subject which might have a Material Adverse
  Effect.

            


    

     

    
      	
              16.7

            	
              Authorisations

            


    

     

    All
authorisations required by it (including any authorisations required under PUHCA
or the Act, if any) in connection with the entry into, performance, validity and
enforceability of, and the transactions contemplated by, the Finance Documents
have been obtained or effected (as appropriate) and are in full force and
effect.

     

    
      	
              16.8

            	
              Financial
      statements

            


    

     

    Its
audited consolidated financial statements most recently delivered to the
Facility Agent (which, at the date of this Agreement, are the Original Financial
Statements):

     

    
      	
               
      

            	
              16.8.1

            	
              have
      been prepared in accordance with accounting principles and practices
      generally accepted in its jurisdiction of incorporation, consistently
      applied; and

            


    

     

    
      	
               
      

            	
              16.8.2

            	
              fairly
      represent its consolidated financial condition as at the date to which
      they were drawn up,

            


    

     

    except,
in each case, as disclosed to the contrary in those financial
statements..

     

    
      	
              16.9

            	
              No material adverse
      change

            


    

     

    Other
than as disclosed in writing to the Mandated Lead Arrangers prior to the date of
this Agreement there has been no material adverse change in its consolidated
financial condition since the date to which the Original Financial Statements
were drawn up.

     

    
      	
              16.10

            	
              Litigation

               

              No litigation, arbitration or
      administrative proceedings are current or, to its knowledge, pending or
      threatened, which, if adversely determined, are reasonably likely to have
      a Material Adverse Effect.

            


    

     

    
      	
              16.11

            	
              Winding Up

              No meeting has been convened for its
      winding-up and, so far as it is aware, no petition, application or the
      like is outstanding for its winding-up.

               

            


    

     

    
      	
              16.12

            	
              Non-Violation of other
      Agreements:

               

              Its entry into, exercise of its rights
      and/or performance of or compliance with its obligations under this
      Agreement do not and will not violate, to an extent or in a manner which
      has or is likely to have a Material Adverse Effect on it, any agreement to
      which it is a party or which is binding on
it.

            


    

     

    
      	
              16.13

            	
              Governing Law and
      Enforcement

            


    

     

    
      	
               
      

            	
              16.13.1

            	
              The
      choice of English law as the governing law of the Finance Documents will
      be recognised and enforced in its jurisdiction of
      incorporation.

            


    

     

    
      	
               
      

            	
              16.13.2

            	
              Any
      judgement obtained in England in relation to a Finance Document will be
      recognised and enforced in its jurisdiction of
    incorporation.

            


    

     

    
      	
              16.14

            	
              Deduction of
      Tax

               

              It is not required to make any deduction
      for or on account of Tax from any payment it may make under any Finance
      Document to a Lender which is a UK
Lender.

            


    

     

    
      	
              16.15

            	
              No filing or stamp
      taxes

               

              Under the law of its jurisdiction of
      incorporation it is not necessary that the Finance Documents be filed,
      recorded or enrolled with any court or other authority in that
      jurisdiction or that any stamp, registration or similar tax be paid on or
      in relation to the Finance Documents or the transactions contemplated by
      the Finance Documents.

            


    

     

    
      	
              16.16

            	
              No misleading
      information

            


    

     

    
      	
               
      

            	
              16.16.1

            	
              Any
      factual information provided by any member of the Group for the purposes
      of the Information Package was true and accurate in all material respects
      as at the date it was provided or as at the date (if any) at which it is
      stated.

            


    

     

    
      	
               
      

            	
              16.16.2

            	
              The
      financial projections contained in the Information Package have been
      prepared on the basis of recent historical information and on the basis of
      reasonable assumptions.

            


    

     

    
      	
               
      

            	
              16.16.3

            	
              Nothing
      has occurred or been omitted from the Information Package and no
      information has been given or withheld that results in the information
      contained in the Information Package being untrue or misleading in any
      material respect.

            


    

     

    
      	
              16.17

            	
              Pari Passu
      ranking

               

              Its payment obligations under the Finance
      Documents rank at least pari passu with the claims of all its other
      unsecured and unsubordinated creditors, except for obligations mandatorily
      preferred by law applying to companies
  generally.

            


    

     

    
      	
              16.18

            	
              Times for making
      representations

            


    

     

    
      	
               
      

            	
              16.18.1

            	
              The
      representations set out in this Clause are made by the Company on the date
      of this Agreement.

            


    

     

    
      	
               
      

            	
              16.18.2

            	
              The
      representations in Clauses 16.2 to 16.8 (inclusive), 16.10 to 16.13
      (inclusive) are deemed to be repeated by the Company on the date of each
      Request and the first day of each
Term.

            


    

     

    
      	
               
      

            	
              16.18.3

            	
              When
      a representation is repeated, it is applied to the circumstances existing
      at the time of repetition.

            


    

     

    
      	
              17.

            	
              INFORMATION
      COVENANTS

            


    

     

    
      	
              17.1

            	
              Financial
      statements

            


    

     

    
      	
               
      

            	
              17.1.1

            	
              The
      Company must supply to the Facility Agent in sufficient copies for all the
      Lenders:

            


    

     

    
      	
               
      

            	
              17.1.1.1

            	
              its
      audited consolidated financial statements for each of its financial years;
      and

            


    

     

    
      	
               
      

            	
              17.1.1.2

            	
              its
      interim consolidated financial statements for the first half-year of each
      of its financial years.

            


    

     

    
      	
               
      

            	
              17.1.2

            	
              All
      financial statements must be supplied as soon as they are available
      and:

            


    

     

    
      	
               
      

            	
              17.1.2.1

            	
              in
      the case of the Company's audited consolidated financial statements,
      within 180 days; and

            


    

     

    
      	
               
      

            	
              17.1.2.2

            	
              in
      the case of the Company's interim financial statements, within
      90 days,

            


    

     

    of the
end of the relevant financial period.

     

    
      	
              17.2

            	
              Form of Financial
      Statement

            


    

     

    If any
financial statement delivered or to be delivered to the Facility Agent under
Clause 17.1 is not to be or, as the case may be, has not been prepared in
accordance with Applicable Accounting Principles:

     

    
      	
               
      

            	
              17.2.1

            	
              The
      Company and the Facility Agent (on behalf of and after consultation with
      all the Lenders) shall, on the request of the Facility Agent or the
      Company, negotiate in good faith with a view to agreeing such amendments
      to the above financial ratio and/or the definitions of the terms used in
      it as are necessary to give the Lenders comparable protection to that
      contemplated at the date of this
Agreement;

            


    

     

    
      	
               
      

            	
              17.2.2

            	
              If
      amendments are agreed by the Company and the Majority Lenders within 25
      days, those amendments shall take effect in accordance with the terms of
      that agreement;

            


    

     

    
      	
               
      

            	
              17.2.3

            	
              If
      such amendments are not so agreed within 25 days, the Company
      shall:

            


    

     

    
      	
               
      

            	
              17.2.3.1

            	
              within
      30 days after the end of that 25 day period;
and

            


    

     

    
      	
               
      

            	
              17.2.3.2

            	
              with
      all subsequent financial statements to be delivered to the Facility Agent
      under Clause 17.1,

            


    

     

    deliver
to the Facility Agent details of all such adjustments as need to be made to the
relevant financial statements to bring them into line with the Companies Act
2006 (as in effect on the date of this Agreement) and Applicable Accounting
Principles.

     

    
      	
              17.3

            	
              Compliance
      Certificate

            


    

     

    
      	
               
      

            	
              17.3.1

            	
              The
      Company must supply to the Facility Agent a Compliance Certificate with
      each set of its financial statements, sent to the Facility Agent under
      this Agreement.

            


    

     

    
      	
               
      

            	
              17.3.2

            	
              A
      Compliance Certificate must be signed by two directors of the
      Company.

            


    

     

    
      	
              17.4

            	
              Information -
      miscellaneous

            


    

     

    The
Company must supply to the Facility Agent, in sufficient copies for all the
Lenders if the Facility Agent so requests:

     

    
      	
               
      

            	
              17.4.1

            	
              copies
      of all documents despatched by the Company to its creditors generally or
      any class of them at the same time as they are
  despatched;

            


    

     

    
      	
               
      

            	
              17.4.2

            	
              promptly
      upon becoming aware of them, details of any litigation, arbitration or
      administrative proceedings which are current, threatened or pending and
      which might, if adversely determined, have a Material Adverse
      Effect;

            


    

     

    
      	
               
      

            	
              17.4.3

            	
              promptly
      on request, a list of the then current Material Subsidiaries;
      and

            


    

     

    
      	
               
      

            	
              17.4.4

            	
              promptly
      on request, such further information regarding the financial condition and
      operations of the Group as any Finance Party through the Facility Agent
      may reasonably request.

            


    

     

    
      	
              17.5

            	
              Notification of
      Default

            


    

     

    
      	
               
      

            	
              17.5.1

            	
              The
      Company must notify the Facility Agent of any Default (and the steps, if
      any, being taken to remedy it) promptly upon becoming aware of its
      occurrence.

            


    

     

    
      	
               
      

            	
              17.5.2

            	
              Promptly
      on request by the Facility Agent, the Company must supply to the Facility
      Agent a certificate signed by two of its directors on its behalf,
      certifying that no Default is outstanding or, if a Default is outstanding,
      specifying the Default and the steps, if any, being taken to remedy
      it.

            


    

     

    
      	
              17.6

            	
              Use of
      websites

            


    

     

    
      	
               
      

            	
              17.6.1

            	
              Except
      as provided below, the Company may deliver any information under this
      Agreement to a Lender by posting it on to an electronic website
      if:

            


    

     

    
      	
               
      

            	
              17.6.1.1

            	
              the
      Facility Agent and the Lender
agree;

            


    

     

    
      	
               
      

            	
              17.6.1.2

            	
              the
      Company and the Facility Agent designate an electronic website for this
      purpose;

            


    

     

    
      	
               
      

            	
              17.6.1.3

            	
              the
      Company notifies the Facility Agent of the address of and password for the
      website; and

            


    

     

    
      	
               
      

            	
              17.6.1.4

            	
              the
      information posted is in a format agreed between the Company and the
      Facility Agent.

            


    

     

    The
Facility Agent must supply each relevant Lender with the address of and password
for the website.

     

    
      	
               
      

            	
              17.6.2

            	
              Notwithstanding
      the above, the Company must supply to the Facility Agent in paper form a
      copy of any information posted on the website together with sufficient
      copies for:

            


    

     

    
      	
               
      

            	
              17.6.2.1

            	
              any
      Lender not agreeing to receive information via the website;
      and

            


    

     

    
      	
               
      

            	
              17.6.2.2

            	
              within
      ten Business Days of request any other Lender, if that Lender so
      requests.

            


    

     

    
      	
               
      

            	
              17.6.3

            	
              The
      Company must promptly upon becoming aware of its occurrence, notify the
      Facility Agent if:

            


    

     

    
      	
               
      

            	
              17.6.3.1

            	
              the
      website cannot be accessed;

            


    

     

    
      	
               
      

            	
              17.6.3.2

            	
              the
      website or any information on the website is infected by any electronic
      virus or similar software;

            


    

     

    
      	
               
      

            	
              17.6.3.3

            	
              the
      password for the website is changed;
or

            


    

     

    
      	
               
      

            	
              17.6.3.4

            	
              any
      information to be supplied under this Agreement is posted on the website
      or amended after being posted.

            


    

     

    If the
circumstances in sub-clauses 17.6.3.1 or 17.6.3.2 above occur, the Company must
supply any information required under this Agreement in paper form.

     

    
      	
              17.7

            	
              Know your customer
      requirements

            


    

     

    
      	
               
      

            	
              17.7.1

            	
              The
      Company must promptly on the request of any Finance Party supply to that
      Finance Party any documentation or other evidence which is reasonably
      requested by that Finance Party (whether for itself, on behalf of any
      Finance Party or any prospective new Lender) to enable a Finance Party or
      prospective new Lender to carry out and be satisfied with the results of
      all applicable know your customer
requirements.

            


    

     

    
      	
               
      

            	
              17.7.2

            	
              Each
      Lender must promptly on the request of the Facility Agent supply to the
      Facility Agent any documentation or other evidence which is reasonably
      required by the Facility Agent to carry out and be satisfied with the
      results of all know your customer
requirements.

            


    

     

    
      	
              18.

            	
              FINANCIAL
      COVENANTS

            


    

     

    
      	
              18.1

            	
              Definitions

            


    

     

    In this
Clause:

     

    Cash means, at any time, cash
denominated in a currency of the United States of America, the United Kingdom,
any member state of the European Economic Area or any Participating Member State
in hand or at bank and (in the latter case) credited to an account in the name
of a member of the Group with an Acceptable Bank and to which a member of the
Group is alone (or together with other members of the Group) beneficially
entitled and for so long as:

     

    
      	
               
      

            	
              (a)

            	
              that
      cash is repayable:

            


    

     

    
      	
               
      

            	
              (i)

            	
              if
      that cash is deposited with a Lender, within 270 days after the relevant
      date of calculation; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      that cash is deposited with any other lender or financial institution,
      within 45 days after the relevant date of
  calculation;

            


    

     

    
      	
               
      

            	
              (b)

            	
              repayment
      of that cash is not contingent on the prior discharge of any other
      indebtedness of any member of the Group or of any other person whatsoever
      or on the satisfaction of any other
condition;

            


    

     

    
      	
               
      

            	
              (c)

            	
              there
      is no Security Interest over that cash other than Security Interests
      permitted under Clause 19.5.3.9 (Negative
      pledge);
  and

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      cash is freely and (except as mentioned in paragraph (a) above)
      immediately available to be applied in repayment or prepayment of the
      Facility.

            


    

     

    Cash Equivalent Investments
means at any time:

     

    
      	
               
      

            	
              (a)

            	
              certificates
      of deposit maturing within one year after the relevant date of calculation
      and issued by an Acceptable Bank;

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      investment in marketable debt obligations issued or guaranteed by the
      government of the United States of America, the United Kingdom, any member
      state of the European Economic Area or any Participating Member State or
      by an instrumentality or agency of any of them having an equivalent credit
      rating, maturing within one year after the relevant date of calculation
      and not convertible or exchangeable to any other
  security;

            


    

     

    
      	
               
      

            	
              (c)

            	
              commercial
      paper not convertible or exchangeable to any other
    security:

            


    

     

    
      
        	
                 
      

              	
                (i)

              	
                for
      which a recognised trading market
exists;

              


      

       

    

    
      	
               
      

            	
              (ii)

            	
              issued
      by an issuer incorporated in the United States of America, the United
      Kingdom, any member state of the European Economic Area or any
      Participating Member State;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              which
      matures within one year after the relevant date of calculation;
      and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              which
      has a credit rating of either A-1 or higher by Standard & Poor's
      Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by
      Moody's Investor Services Limited, or, if no rating is available in
      respect of the commercial paper, the issuer of which has, in respect of
      its long-term unsecured and non-credit enhanced debt obligations, an
      equivalent rating;

            


    

     

    
      	
               
      

            	
              (d)

            	
              sterling
      bills of exchange eligible for rediscount at the Bank of England (or their
      dematerialised equivalent) and accepted by an Acceptable
    Bank;

            


    

     

    
      	
               
      

            	
              (e)

            	
              any
      investment in money market funds
which:

            


    

     

    
      	
               
      

            	
              (i)

            	
              have
      a credit rating of either A-1 or higher by Standard & Poor's Rating
      Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody's
      Investor Services Limited;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              which
      invest substantially all their assets in securities of the types described
      in Clauses (a) to (d) above; and

            


    

     

    
      
        	
                 
      

              	
                (iii)

              	
                can
      be turned into cash on not more than 30 days' notice;
  or

              


      

       

    

    
      	
               
      

            	
              (f)

            	
              any
      other debt security approved by the Majority
  Lenders,

            


    

     

    in each
case, denominated in a currency of the United States of America, the United
Kingdom, any member state of the European Economic Area or any Participating
Member State and to which any member of the Group is alone (or together with
other members of the Group beneficially entitled at that time and which is not
issued or guaranteed by any member of the Group or subject to any Security
Interest (other than Security Interests permitted under Clause 19.5.3.9 (Negative pledge).

     

    Consolidated EBITDA means the
consolidated net pre-taxation profits of the Group for a Measurement Period as
adjusted by:

     

    
      	
               
      

            	
              (a)

            	
              adding
      back Interest Payable;

            


    

     

    
      	
               
      

            	
              (b)

            	
              taking
      no account of any exceptional or extraordinary
  item;

            


    

     

    
      	
               
      

            	
              (c)

            	
              excluding
      any amount attributable to minority
interests;

            


    

     

    
      	
               
      

            	
              (d)

            	
              adding
      back depreciation and amortisation;
and

            


    

     

    
      	
               
      

            	
              (e)

            	
              taking
      no account of any revaluation of an asset or any loss or gain over book
      value arising on the disposal of an asset (otherwise than in the ordinary
      course of trading) by a member of the Group during that Measurement
      Period.

            


    

     

    Interest Payable means, in
relation to any Measurement Period, all interest payable and similar charges of
the Group expressed in Sterling and determined on a consolidated basis in
accordance with Applicable Accounting Principles.

     

    Measurement Period means a
half-year of the Company.

     

    Regulatory Asset Base means
the regulatory asset base of the Company most recently published by
OFGEM.

     

    Total Net Debt means, in
respect of the Company, at any time the consolidated Financial Indebtedness of
the Company which is required to be accounted for as debt in the annual
financial statements of the Company less the aggregate at such time of all Cash
or Cash Equivalent Investments held by any member of the Group.

     

    
      	
              18.2

            	
              Interpretation

            


    

     

    
      	
               
      

            	
              18.2.1

            	
              Except
      as provided to the contrary in this Agreement, an accounting term used in
      this Clause is to be construed in accordance with the principles applied
      in connection with the Original Financial
  Statements.

            


    

     

    
      	
               
      

            	
              18.2.2

            	
              Any
      amount in a currency other than Sterling is to be taken into account at
      its Sterling equivalent calculated on the basis
  of:

            


    

     

    
      	
               
      

            	
              18.2.2.1

            	
              the
      Facility Agent's spot rate of exchange for the purchase of the relevant
      currency in the London foreign exchange market with Sterling at or about
      11.00 a.m. on the day the relevant amount falls to be calculated;
      or

            


    

     

    
      	
               
      

            	
              18.2.2.2

            	
              if
      the amount is to be calculated on the last day of a financial period of
      the Company, the relevant rates of exchange used by the Company in, or in
      connection with, its financial statements for that
  period.

            


    

     

    
      	
               
      

            	
              18.2.3

            	
              No
      item must be credited or deducted more than once in any calculation under
      this Clause.

            


    

     

    
      	
              18.3

            	
              Interest
      cover

            


    

     

    The
Company must ensure that the ratio of Consolidated EBITDA to Interest Payable is
not, at the end of each Measurement Period, less than
3 to 1.

     

    
      	
              18.4

            	
              Asset
    Cover

            


    

     

    The
Company must ensure that the Total Net Debt does not at any time exceed 85% of
its Regulatory Asset Base.

     

    
      	
              19.

            	
              General
      Covenants

            


    

     

    
      	
              19.1

            	
              General

            


    

     

    The
Company agrees to be bound by the covenants set out in this Clause relating to
it and, where the covenant is expressed to apply to each member of the Group,
the Company must ensure that each of its Subsidiaries performs that
covenant.

     

    
      	
              19.2

            	
              Authorisations

            


    

     

    The
Company must promptly obtain, maintain and comply with the terms of any
authorisation required under any law or regulation to enable it to perform its
obligations under, or for the validity or enforceability of, any Finance
Document.

     

    
      	
              19.3

            	
              Compliance with
      laws

            


    

     

    Each
member of the Group must comply in all respects with all laws to which it is
subject where failure to do so is reasonably likely to have a Material Adverse
Effect.

     

    
      	
              19.4

            	
              Pari passu
      ranking

            


    

     

    The
Company must ensure that its payment obligations under the Finance Documents
rank at least pari passu with all its other present and future unsecured payment
obligations, except for obligations mandatorily preferred by law applying to
companies generally.

     

    
      	
              19.5

            	
              Negative
      pledge

            


    

     

    In this
clause 19.5, “Quasi-Security” means an
arrangement or transaction described in clause 19.5.2 below.

     

    
      	
               
      

            	
              19.5.1

            	
              Except
      as provided below, neither the Company nor any Material Subsidiary may
      create or allow to exist any Security Interest or Quasi-Security on any of
      its assets.

            


    

     

    
      	
               
      

            	
              19.5.2

            	
              Except
      as provided below, neither the Company nor any Material Subsidiary
      may:

            


    

     

    
      	
               
      

            	
              19.5.2.1

            	
              sell,
      transfer or otherwise dispose of any of its assets on terms whereby they
      are or may be leased to or re-acquired by the Company or any Material
      Subsidiary;

            


    

     

    
      	
               
      

            	
              19.5.2.2

            	
              sell,
      transfer or otherwise dispose of any of its receivables on recourse
      terms;

            


    

     

    
      	
               
      

            	
              19.5.2.3

            	
              enter
      into any arrangement under which money or the benefit of a bank or other
      account may be applied, set-off or made subject to a combination of
      accounts; or

            


    

     

    
      	
               
      

            	
              19.5.2.4

            	
              enter
      into any other preferential arrangement having a similar
      effect,

            


    

     

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

     

    
      
        	
                 
      

              	
                19.5.3.1

              	
                any
      Security Interest or Quasi-Security created under or in connection with or
      arising out of the Balancing and Settlement Code or any transactions or
      arrangements entered into in connection with the management of risks
      relating thereto;

              


      

       

      
        	
                 
      

              	
                19.5.3.2

              	
                in
      respect of overdue amounts which have not been overdue for more than 30
      days and/or are being contested in good faith, liens arising solely by
      operation of law or by order of a court or tribunal (or by an agreement of
      similar effect) and/or in the ordinary course of business or
      operations;

              


      

       

      
        	
                 
      

              	
                19.5.3.3

              	
                any
      Security Interest or Quasi-Security created after the date of this
      Agreement for the sole purpose of re-financing all or any part of the
      Facility (at the option of the Company) provided that the monies borrowed
      or raised on such Security Interest or Quasi-Security shall, to that
      extent, be applied reasonably promptly in accordance with this Agreement
      in or towards repayment of the relevant
  Facility;

              


      

       

      
        	
                 
      

              	
                19.5.3.4

              	
                any
      Security Interest or Quasi-Security arising out of title retention
      provisions in a supplier's standard conditions of supply of goods acquired
      in the ordinary course of business or
  operations;

              


      

       

      
        	
                 
      

              	
                19.5.3.5

              	
                any
      Security Interest or Quasi-Security created on any asset acquired after
      the date of this Agreement for the sole purpose of financing or
      re-financing that acquisition and securing a principal, capital or nominal
      amount not exceeding the cost of that acquisition, provided that the
      Security Interest or Quasi-Security is removed or discharged within 6
      months of the date of acquisition of such
asset;

              


      

       

      
        	
                 
      

              	
                19.5.3.6

              	
                any
      Security Interest or Quasi-Security outstanding on or over any asset
      acquired after the date of this Agreement and in existence at the date of
      such acquisition, provided that the Security Interest or Quasi-Security is
      removed or discharged within 6 months of the date of acquisition of such
      asset;

              


      

       

      
        	
                 
      

              	
                19.5.3.7

              	
                any
      Security Interest or Quasi-Security created or outstanding on or over any
      asset of any company which becomes a Material Subsidiary of the Company
      after the date of this Agreement where such Security Interest or
      Quasi-Security is created prior to the date on which such company becomes
      a Material Subsidiary of the Company and is not created or increased in
      contemplation of such company being acquired and/or becoming a Material
      Subsidiary of the Company and the Security Interest or Quasi-Security is
      removed or discharged within 6 months of the date of such company becoming
      a Material Subsidiary of the
Company;

              


      

       

      
        	
                 
      

              	
                19.5.3.8

              	
                any
      Security Interest or Quasi-Security created on any asset to secure any
      Financial Indebtedness incurred in connection with the financing of any
      asset or project in respect of which the repayment of that Financial
      Indebtedness is to be made from the revenues arising out of, or other
      proceeds of realisation from, that asset or project, with recourse to
      those revenues and proceeds and other assets used in connection with, or
      forming the subject matter of, that asset or project but without recourse
      (or with such limited recourse as the Majority Lenders may from time to
      time agree) to any other assets of the
Group;

              


      

       

      
        	
                 
      

              	
                19.5.3.9

              	
                any
      netting arrangements under any swap or other hedging transaction which is
      on standard market terms;

              


      

       

      
        
          	
                   
      

                	
                  19.5.3.10

                	
                  any
      Security Interest or Quasi-Security created or outstanding with the prior
      approval of the Majority Lenders;
and

                


        

         

        
          	
                   
      

                	
                  19.5.3.11

                	
                  any
      Security Interest or Quasi-Security created or outstanding on or over
      assets of the Company or any of its Material Subsidiaries provided that
      the aggregate outstanding principal or nominal amount secured by all
      Security Interests and Quasi-Security created or outstanding under this
      exception on or over such assets shall not at any time exceed £25,000,000
      or its equivalent.

                


        

         

      

       

    

    
      	
              19.6

            	
              Disposals

            


    

     

    
      	
               
      

            	
              19.6.1

            	
              Except
      as provided below, no member of the Group may, either in a single
      transaction or in a series of transactions and whether related or not,
      dispose of all or any part of its assets (other than cash) where the
      higher of the market value and the net consideration receivable (when
      aggregated with the higher of the market value and the net consideration
      receivable from any previous disposal by members of the Group) exceeds
      £5,000,000 (or its equivalent) in total during the term of this
      Agreement.

            


    

     

    
      	
               
      

            	
              19.6.2

            	
              Clause
      19.6.1 does not apply to:

            


    

     

    
      	
               
      

            	
              19.6.2.1

            	
              any
      disposal made in the ordinary course of business or operations of the
      disposing entity (including, without limitation, disposals of subsidiaries
      or lines of business, provided that this shall not include a disposal of
      the core electricity distribution
business);

            


    

     

    
      	
               
      

            	
              19.6.2.2

            	
              disposals
      on normal commercial terms of obsolete assets or assets no longer required
      for the purpose of the relevant Person's business or
      operations;

            


    

     

    
      	
               
      

            	
              19.6.2.3

            	
              any
      realisation of investments acquired, purchased or made by the temporary
      application of funds not immediately required in the relevant Person's
      business or operations;

            


    

     

    
      	
               
      

            	
              19.6.2.4

            	
              the
      exchange of assets for other assets of a similar or superior nature and
      value, or the sale of assets on normal commercial terms for cash which is
      payable in full on the completion of the sale and is to be, and is,
      applied in or towards the purchase of similar assets within 6
      months;

            


    

     

    
      	
               
      

            	
              19.6.2.5

            	
              the
      disposal of assets by one wholly-owned Subsidiary of the Company to
      another or (if the consideration for the disposal does not exceed a normal
      commercial consideration) to the Company by one of its
      Subsidiaries;

            


    

     

    
      	
               
      

            	
              19.6.2.6

            	
              disposals
      in connection with sale-and-leaseback or sale and repurchase transactions
      or any other form of "off balance sheet" financing, provided that the
      aggregate book value (in the books of the disposing party) of all assets
      the subject of all such disposals made during the period commencing on the
      date of this Agreement and ending on the date when no amount remains to be
      lent or remains payable under this Agreement shall not exceed £50,000,000;
      and

            


    

     

    
      	
               
      

            	
              19.6.2.7

            	
              any
      disposal which the Majority Lenders shall have agreed shall not be taken
      into account.

            


    

     

    
      	
              19.7

            	
              Environmental
      matters

            


    

     

    The
Company will and will ensure that its Material Subsidiaries will comply with all
applicable Environmental Law and other regulations, orders or other law
applicable to the conduct of the business of the supply or distribution of
electricity, in each case, where failure to do so would have a Material Adverse
Effect.

     

    
      	
              19.8

            	
              Insurance

            


    

     

    Each
member of the Group must insure its business and assets with insurance companies
to such an extent and against such risks as that member of the Group reasonably
considers to be appropriate, having regard to the insurance arrangements of
companies engaged in similar business.

     

    
      	
              19.9

            	
              Merger

               

              The Company shall not enter into any
      amalgamation, demerger, merger or corporate
  reconstruction.

            


    

     

    
      	
              19.10

            	
              Change of
      business

               

              The Company shall procure that no
      substantial change is made to the general nature of the business of the
      Company or the Group from that carried on at the date of this
      Agreement.

            


    

     

    
      	
              19.11

            	
              Acquisitions

               

              Except as provided below, neither the
      Company nor any Material Subsidiary may acquire a company or any shares or
      securities or a business or undertaking (or, in each case, any interest in
      any of them).

            


    

     

    
      	
               
      

            	
              19.11.1

            	
              Provided
      that no Event of Default is continuing on the date of the acquisition or
      would occur as a result of the acquisition, Clause 19.11.1 does not apply
      to:

            


    

     

    
      	
               
      

            	
              19.11.1.1

            	
              an
      acquisition by a member of the Group of an asset sold, leased, transferred
      or otherwise disposed of by another member of the Group as permitted under
      clause 19.6.2 above;

            


    

     

    
      	
               
      

            	
              19.11.1.2

            	
              an
      acquisition where the consideration (including associated costs and
      expenses) for the acquisition (when aggregated with the consideration
      (including associated costs and expenses) for any other acquisition
      permitted under this paragraph during the term of this Agreement does not
      exceed 2.5% of the sum of the issued share capital, share premium and
      consolidated reserves (including retained earnings) of the Company, as
      shown by its most recent audited consolidated financial statements;
      and

            


    

     

    
      	
               
      

            	
              19.11.1.3

            	
              any
      acquisition which the Majority Lenders shall have consented to in
      writing.

            


    

     

    
      	
              19.12

            	
              Prohibition on the Debt
      Purchase Transactions of the Group

               

              The Company shall not, and shall procure
      that each other member of the Group shall not, enter into any Debt
      Purchase Transaction or beneficially own all or any part of the share
      capital of a company that is a Lender or a party to a Debt Purchase
      Transaction of the type referred to in paragraphs (b) and (c) of the
      definition of Debt Purchase
Transaction.

            


    

    
      
        
          
          

        

         

      

    

    
      	
              20.

            	
              DEFAULT

            


    

     

    
      	
              20.1

            	
              Events of
      Default

            


    

     

    Each of
the events set out in this Clause is an Event of Default.

     

    
      	
              20.2

            	
              Non-payment

            


    

     

    The
Company fails to pay any sum payable under any Finance Document when due
unless:

     

    
      	
               
      

            	
              20.2.1

            	
              its
      failure to pay is caused by administrative or technical error;
      and

            


    

     

    
      	
               
      

            	
              20.2.2

            	
              payment
      is made within 5 Business Days of its due
date.

            


    

     

    
      	
              20.3

            	
              Breach of other
      obligations

            


    

     

    
      	
               
      

            	
              20.3.1

            	
              The
      Company does not perform or comply with its obligations under
      Clause 18 (Financial covenants), Clause 19.5 (Negative Pledge),
      Clause 19.6 (Disposals) or Clause 19.11
  (Acquisitions).

            


    

     

    
      	
               
      

            	
              20.3.2

            	
              The
      Company does not perform or comply with any of its other obligations under
      any Finance Document in any material respect or any representation or
      warranty by the Company in this Agreement or in any document delivered
      under it is or proves to have been incorrect when made or deemed repeated,
      unless the non-compliance or circumstances giving rise to the
      misrepresentation, as the case may be, is capable of remedy and is not
      remedied within 30 Business Days of the earlier of the Facility Agent
      giving notice requiring the same to be remedied and the Company becoming
      aware of such non-compliance or misrepresentation, as the case may
      be.

            


    

     

    
      	
              20.4

            	
              Cross-default

            


    

     

    
      	
               
      

            	
              20.4.1

            	
              Any
      Financial Indebtedness of the Company is not paid when due nor within any
      originally applicable grace period.

            


    

     

    
      	
               
      

            	
              20.4.2

            	
              Any
      Financial Indebtedness of the Company is declared to be or otherwise
      becomes due and payable prior to its specified maturity as a result of an
      event of default (however
described).

            


    

     

    
      	
               
      

            	
              20.4.3

            	
              Any
      commitment for any Financial Indebtedness of the Company is cancelled or
      suspended by a creditor of the Company as a result of an event of default
      (however described).

            


    

     

    
      	
               
      

            	
              20.4.4

            	
              Any
      creditor of the Company becomes entitled to declare any Financial
      Indebtedness of the Company due and payable prior to its specified
      maturity as a result of an event of default (however
      described).

            


    

     

    
      	
               
      

            	
              20.4.5

            	
              No
      Event of Default will occur under this clause 20.4 unless and until the
      aggregate amount of such Financial Indebtedness falling within clauses
      20.4.1 to 20.4.4 above is more than £20,000,000 or its equivalent in any
      other currency or currencies.

            


    

     

    
      	
              20.5

            	
              Insolvency

            


    

     

    
      	
               
      

            	
              20.5.1

            	
              Any
      of the following occurs in respect of the
  Company:

            


    

     

    
      	
               
      

            	
              20.5.1.1

            	
              it
      is unable to pay its debts generally as they fall due or it is deemed by a
      court of competent jurisdiction to be
insolvent;

            


    

     

    
      	
               
      

            	
              20.5.1.2

            	
              it
      suspends making payments on all or any class of its debts or publicly
      announces an intention to do so;

            


    

     

    
      	
               
      

            	
              20.5.1.3

            	
              by
      reason of actual or anticipated financial difficulties, it begins
      negotiations with all or any class of its creditors for the general
      rescheduling of its indebtedness;
or

            


    

     

    
      	
               
      

            	
              20.5.1.4

            	
              a
      moratorium is declared in respect of any of its
    indebtedness.

            


    

     

    
      	
               
      

            	
              20.5.2

            	
              If
      a moratorium occurs in respect of the Company, the ending of the
      moratorium will not remedy any Event of Default caused by the
      moratorium.

            


    

     

    
      	
              20.6

            	
              Insolvency
      proceedings

            


    

     

    
      	
               
      

            	
              20.6.1

            	
              Except
      as provided below, any of the following occurs in respect of the
      Company:

            


    

     

    
      	
               
      

            	
              20.6.1.1

            	
              any
      person presents a petition for its winding-up, administration or
      dissolution;

            


    

     

    
      	
               
      

            	
              20.6.1.2

            	
              an
      order for its winding-up, administration or dissolution is
      made;

            


    

     

    
      	
               
      

            	
              20.6.1.3

            	
              any
      liquidator, trustee in bankruptcy, judicial custodian, compulsory manager,
      receiver, administrative receiver, administrator or similar officer is
      appointed in respect of it or any of its
assets;

            


    

     

    
      	
               
      

            	
              20.6.1.4

            	
              its
      directors or other officers request the appointment of a liquidator,
      trustee in bankruptcy, judicial custodian, compulsory manager, receiver,
      administrative receiver, administrator or similar officer;
    or

            


    

     

    
      	
               
      

            	
              20.6.1.5

            	
              any
      other analogous step or procedure is taken in any
      jurisdiction.

            


    

     

    
      	
               
      

            	
              20.6.2

            	
              Clause
      20.6.1 does not apply to (i) a petition for winding-up presented by a
      creditor which is being actively contested in good faith and with due
      diligence and with a reasonable prospect of success or (ii) a voluntary
      solvent winding-up, amalgamation, reconstruction or reorganisation or
      otherwise part of a solvent scheme of arrangement, in each case on terms
      approved by the Majority Lenders.

            


    

     

    
      	
              20.7

            	
              Creditors'
      process

            


    

     

    A
distress, attachment, execution or other legal process material in relation to
the Company's ability to perform its payment obligations under this Agreement is
levied, enforced or sued out on or against the assets of the Company and is not
discharged or stayed within 90 days.

     

    
      	
              20.8

            	
              Licence

            


    

     

    Either
(1) the Authority gives notice in writing of the revocation of the Licence in
accordance with its terms and that notice is not withdrawn or contested in good
faith by appropriate proceedings or (2) the Licence is revoked, in either case,
other than in circumstances which permit the Company or its Affiliates to carry
on the distribution business of the Company either without a licence as a result
of any change in the Act or regulatory regime or with a new licence, permitting
the distribution of electricity in the authorised areas covered by the Licence,
issued under the Act or pursuant to the Utilities Act, 2000.

     

    
      	
              20.9

            	
              Balancing and Settlement
      Code

            


    

     

    
      	
               
      

            	
              20.9.1

            	
              The
      Company ceases to be a party to the Balancing and Settlement Code
      Framework Agreement other than in circumstances where the Company is able
      to carry its distribution business;
or

            


    

     

    
      	
               
      

            	
              20.9.2

            	
              the
      Company breaches the Balancing and Settlement Code and such breach has or
      is reasonably likely to have a Material Adverse Effect other than in
      circumstances where the Company is able to carry on its distribution
      business.

            


    

     

    
      	
              20.10

            	
              Unlawfulness and
      invalidity

            


    

     

    
      	
               
      

            	
              20.10.1

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

            


    

     

    
      	
               
      

            	
              20.10.2

            	
              Any
      obligation or obligations of the Company under any Finance
      Documents  are not (subject to the Legal Reservations) or cease
      to be legal, valid, binding or enforceable and the cessation individually
      or cumulatively materially and adversely affects the interests of the
      Lenders under the Finance
Documents.

            


    

     

    
      	
              20.11

            	
              Cessation of
      business

               

              The Company suspends or ceases to carry on
      (or threatens to suspend or cease to carry on) all or a material part of
      its business except as a result of a disposal permitted by clause
      19.6.

            


    

     

    
      	
              20.12

            	
              Material Adverse
      Effect

               

              Any event or circumstance occurs which has
      or is reasonably likely to have a Material Adverse
  Effect.

            


    

     

    
      	
              20.13

            	
              Acceleration

               

              If an Event of Default is outstanding, the
      Facility Agent may, and must if so instructed by the Majority Lenders, by
      notice to the Company:

            


    

     

    
      	
               
      

            	
              20.13.1

            	
              cancel
      the Total Commitments; and/or

            


    

     

    
      	
               
      

            	
              20.13.2

            	
              declare
      that all or part of any amounts outstanding under the Finance Documents
      are:

            


    

     

    
      	
               
      

            	
              20.13.2.1

            	
              immediately
      due and payable; and/or

            


    

     

    
      	
               
      

            	
              20.13.2.2

            	
              payable
      on demand by the Facility Agent acting on the instructions of the Majority
      Lenders.

            


    

     

    Any
notice given under this subclause will take effect in accordance with its
terms.

     

    
      	
              21.

            	
              THE ADMINISTRATIVE
      PARTIES

            


    

     

    
      	
              21.1

            	
              Appointment and duties of the
      Facility Agent

            


    

     

    
      	
               
      

            	
              21.1.1

            	
              Each
      Finance Party (other than the Facility Agent) irrevocably appoints the
      Facility Agent to act as its agent under the Finance
      Documents.

            


    

     

    
      	
               
      

            	
              21.1.2

            	
              Each
      Finance Party irrevocably authorises the Facility Agent
  to:

            


    

     

    
      	
               
      

            	
              21.1.2.1

            	
              perform
      the duties and to exercise the rights, powers and discretions that are
      specifically given to it under the Finance Documents, together with any
      other incidental rights, powers and discretions;
  and

            


    

     

    
      	
               
      

            	
              21.1.2.2

            	
              execute
      each Finance Document expressed to be executed by the Facility
      Agent.

            


    

     

    
      	
               
      

            	
              21.1.3

            	
              The
      Facility Agent has only those duties which are expressly specified in the
      Finance Documents.  Those duties are solely of a mechanical and
      administrative nature.

            


    

     

    
      	
              21.2

            	
              Role of the Mandated Lead
      Arranger

            


    

     

    Except as
specifically provided in the Finance Documents, no Mandated Lead Arranger has
any obligations of any kind to any other Party in connection with any Finance
Document.

     

    
      	
              21.3

            	
              No fiduciary
      duties

            


    

     

    Except as
specifically provided in a Finance Document, nothing in the Finance Documents
makes an Administrative Party a trustee or fiduciary for any other Party or any
other person.  No Administrative Party need hold in trust any moneys
paid to it for a Party or be liable to account for interest on those
moneys.

     

    
      	
              21.4

            	
              Individual position of an
      Administrative Party

            


    

     

    
      	
               
      

            	
              21.4.1

            	
              If
      it is also a Lender, each Administrative Party has the same rights and
      powers under the Finance Documents as any other Lender and may exercise
      those rights and powers as though it were not an Administrative
      Party.

            


    

     

    
      	
               
      

            	
              21.4.2

            	
              Each
      Administrative Party may:

            


    

     

    
      	
               
      

            	
              21.4.2.1

            	
              carry
      on any business with the Company or its related entities (including acting
      as an agent or a trustee for any other financing);
  and

            


    

     

    
      	
               
      

            	
              21.4.2.2

            	
              retain
      any profits or remuneration it receives under the Finance Documents or in
      relation to any other business it carries on with the Company or its
      related entities.

            


    

     

    
      	
              21.5

            	
              Reliance

            


    

     

    The
Facility Agent may:

     

    
      	
               
      

            	
              21.5.1

            	
              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;

            


    

     

    
      	
               
      

            	
              21.5.2

            	
              rely
      on any statement made by any person regarding any matters which may
      reasonably be assumed to be within his knowledge or within his power to
      verify;

            


    

     

    
      	
               
      

            	
              21.5.3

            	
              engage,
      pay for and rely on professional advisers selected by it (including those
      representing a Party other than the Facility Agent);
  and

            


    

     

    
      	
               
      

            	
              21.5.4

            	
              act
      under the Finance Documents through its personnel and
    agents.

            


    

     

    
      	
              21.6

            	
              Majority Lenders'
      instructions

            


    

     

    
      	
               
      

            	
              21.6.1

            	
              The
      Facility Agent is fully protected if it acts on the instructions of the
      Majority Lenders in 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 instructions, the Facility Agent may
      act as it considers to be in the best interests of all the
      Lenders.

            


    

     

    
      	
               
      

            	
              21.6.2

            	
              The
      Facility Agent is not authorised to act on behalf of a Lender (without
      first obtaining that Lender's consent) in any legal or arbitration
      proceedings in connection with any Finance
  Document.

            


    

     

    
      	
               
      

            	
              21.6.3

            	
              The
      Facility 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 complying with the instructions of the
      Majority Lenders.

            


    

     

    
      	
              21.7

            	
              Responsibility

            


    

     

    
      	
               
      

            	
              21.7.1

            	
              No
      Administrative Party is responsible to any other Finance Party for the
      adequacy, accuracy or completeness
of:

            


    

     

    
      	
               
      

            	
              21.7.1.1

            	
              any
      Finance Document or any other document;
or

            


    

     

    
      	
               
      

            	
              21.7.1.2

            	
              any
      statement or information (whether written or oral) made in or supplied in
      connection with any Finance
Document.

            


    

     

    
      	
               
      

            	
              21.7.2

            	
              Without
      affecting the responsibility of the Company for information supplied by it
      or on its behalf in connection with any Finance Document, each Lender
      confirms that it:

            


    

     

    
      	
               
      

            	
              21.7.2.1

            	
              has
      made, and will continue to make, its own independent appraisal of all
      risks arising under or in connection with the Finance Documents (including
      the financial condition and affairs of the Company and its related
      entities and the nature and extent of any recourse against any Party or
      its assets); and

            


    

     

    
      	
               
      

            	
              21.7.2.2

            	
              has
      not relied exclusively on any information provided to it by any
      Administrative Party in connection with any Finance
    Document.

            


    

     

    
      	
               
      

            	
              21.7.3

            


    

     

    
      	
               
      

            	
              21.7.3.1

            	
              Nothing
      in this Agreement will oblige the Facility Agent to satisfy any know your
      customer requirement in relation to the identity of any person on behalf
      of any Finance Party.

            


    

     

    
      	
               
      

            	
              21.7.3.2

            	
              Each
      Finance Party confirms to the Facility Agent that it is solely responsible
      for any know your customer requirements it is required to carry out and
      that it may not rely on any statement in relation to those requirements
      made by any other person.

            


    

     

    
      	
              21.8

            	
              Exclusion of
      liability

            


    

     

    
      	
               
      

            	
              21.8.1

            	
              The
      Facility Agent is not liable or responsible to any other Finance Party for
      any action taken or not taken by it in connection with any Finance
      Document, unless directly caused by its gross negligence or wilful
      misconduct.

            


    

     

    
      	
               
      

            	
              21.8.2

            	
              The
      Facility Agent will not be liable for any delay (or any related
      consequences) in crediting an account with an amount required under the
      Finance Documents to be paid by the Facility Agent, if the Facility Agent
      has taken all necessary steps as soon as reasonably practicable to comply
      with the regulations or operating procedures of any recognised clearing or
      settlement system used by the Facility Agent for that
    purpose.

            


    

     

    
      	
               
      

            	
              21.8.3

            	
              No
      Party may take any proceedings against any officer, employee or agent of
      the Facility Agent in respect of any claim it might have against the
      Facility Agent or in respect of any act or omission of any kind by that
      officer, employee or agent in connection with any Finance
      Document.  Any officer, employee or agent of the Facility Agent
      may rely on this Subclause and enforce its terms under the Contracts
      (Rights of Third Parties) Act 1999.

            


    

     

    
      	
              21.9

            	
              Default

            


    

     

    
      	
               
      

            	
              21.9.1

            	
              The
      Facility Agent is not obliged to monitor or enquire whether a Default has
      occurred.  The Facility Agent is not deemed to have knowledge of
      the occurrence of a Default.

            


    

     

    
      	
               
      

            	
              21.9.2

            	
              If
      the Facility Agent:

            


    

     

    
      	
               
      

            	
              21.9.2.1

            	
              receives
      notice from a Party referring to this Agreement, describing a Default and
      stating that the event is a Default;
or

            


    

     

    
      	
               
      

            	
              21.9.2.2

            	
              is
      aware of the non-payment of any principal or interest or any fee payable
      to a Lender under this Agreement,

            


    

     

    it must
promptly notify the Lenders.

     

    
      	
              21.10

            	
              Information

            


    

     

    
      	
               
      

            	
              21.10.1

            	
              The
      Facility Agent must 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.

            


    

     

    
      	
               
      

            	
              21.10.2

            	
              Except
      where a Finance Document specifically provides otherwise, the Facility
      Agent is not obliged to review or check the adequacy, accuracy or
      completeness of any document it forwards to another
  Party.

            


    

     

    
      	
               
      

            	
              21.10.3

            	
              Except
      as provided above, the Facility Agent has no
  duty:

            


    

     

    
      	
               
      

            	
              21.10.3.1

            	
              either
      initially or on a continuing basis to provide any Lender with any credit
      or other information concerning the risks arising under or in connection
      with the Finance Documents (including any information relating to the
      financial condition or affairs of the Company or its related entities or
      the nature or extent of recourse against any Party or its assets) whether
      coming into its possession before, on or after the date of this Agreement;
      or

            


    

     

    
      	
               
      

            	
              21.10.3.2

            	
              unless
      specifically requested to do so by a Lender in accordance with a Finance
      Document, to request any certificate or other document from the
      Company.

            


    

     

    
      	
               
      

            	
              21.10.4

            	
              In
      acting as the Facility Agent, the agency division of the Facility Agent is
      treated as a separate entity from its other divisions and
      departments.  Any information acquired by the Facility Agent
      which, in its opinion, is acquired by it otherwise than in its capacity as
      the Facility Agent may be treated as confidential by the Facility Agent
      and will not be treated as information possessed by the Facility Agent in
      its capacity as such.

            


    

     

    
      	
               
      

            	
              21.10.5

            	
              The
      Facility Agent is not obliged to disclose to any person any confidential
      information supplied to it by a member of the Group solely for the purpose
      of evaluating whether any waiver or amendment is required to any term of
      the Finance Documents.

            


    

     

    
      	
               
      

            	
              21.10.6

            	
              The
      Company irrevocably authorises the Facility Agent to disclose to the other
      Finance Parties any information which, in its opinion, is received by it
      in its capacity as the Facility
Agent.

            


    

     

    
      	
              21.11

            	
              Indemnities

            


    

     

    
      	
               
      

            	
              21.11.1

            	
              Without
      limiting the liability of the Company under the Finance Documents, each
      Lender must indemnify the Facility Agent for that Lender's Pro Rata Share
      of any loss or liability incurred by the Facility Agent in acting as the
      Facility Agent, except to the extent that the loss or liability is caused
      by the Facility Agent's gross negligence or wilful misconduct or to the
      extent that the Facility Agent has been reimbursed in full by the Company
      for such loss or liability.

            


    

     

    
      	
               
      

            	
              21.11.2

            	
              The
      Facility Agent may deduct from any amount received by it for a Lender any
      amount due to the Facility Agent from that Lender under a Finance Document
      but unpaid.

            


    

     

    
      	
               
      

            	
              21.11.3

            	
              The
      Company must indemnify the Facility Agent against any loss or liability
      properly incurred by the Facility Agent as a result
  of:

            


    

     

    
      	
               
      

            	
              21.11.3.1

            	
              investigating
      any event which the Facility Agent reasonably believes to be a Default;
      or

            


    

     

    
      	
               
      

            	
              21.11.3.2

            	
              acting
      or relying on any notice which the Facility Agent reasonably believes to
      be genuine, correct and appropriately
  authorised.

            


    

     

    
      	
              21.12

            	
              Compliance

               

              The Facility Agent may refrain from doing
      anything (including disclosing any information) 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.

            


    

     

    
      	
              21.13

            	
              Resignation of the Facility
      Agent

            


    

     

    
      	
               
      

            	
              21.13.1

            	
              The
      Facility Agent may resign and appoint any of its Affiliates as successor
      Facility Agent by giving notice to the Lenders and the
      Company.

            


    

     

    
      	
               
      

            	
              21.13.2

            	
              Alternatively,
      the Facility Agent may resign by giving notice to the Lenders and the
      Company, in which case the Majority Lenders may appoint a successor
      Facility Agent.

            


    

     

    
      	
               
      

            	
              21.13.3

            	
              If
      no successor Facility Agent has been appointed under clause 21.13.2 above
      within 30 days after notice of resignation was given, the Facility
      Agent may appoint a successor Facility
Agent.

            


    

     

    
      	
               
      

            	
              21.13.4

            	
              The
      person(s) appointing a successor Facility Agent must, if practicable,
      consult with the Company prior to the appointment.  Any
      successor Facility Agent must have an office in the
  U.K.

            


    

     

    
      	
               
      

            	
              21.13.5

            	
              The
      resignation of the Facility Agent and the appointment of any successor
      Facility Agent will both become effective only when the successor Facility
      Agent notifies all the Parties that it accepts its
      appointment.  On giving the notification, the successor Facility
      Agent will succeed to the position of the Facility Agent and the term
      "Facility Agent"
      will mean the successor Facility
Agent.

            


    

     

    
      	
               
      

            	
              21.13.6

            	
              The
      retiring Facility Agent must, at its own cost, make available to the
      successor Facility Agent such documents and records and provide such
      assistance as the successor Facility Agent may reasonably request for the
      purposes of performing its functions as the Facility Agent under the
      Finance Documents.

            


    

     

    
      	
               
      

            	
              21.13.7

            	
              Upon
      its resignation becoming effective, this Clause will continue to
      benefit the retiring Facility Agent in respect of any action taken or not
      taken by it in connection with the Finance Documents while it was the
      Facility Agent, and, subject to Clause 21.13.6 above, it will have no
      further obligations under any Finance
Document.

            


    

     

    
      	
               
      

            	
              21.13.8

            	
              The
      Majority Lenders may, by notice to the Facility Agent, require it to
      resign under Clause 21.13.2 above.

            


    

     

    
      	
              21.14

            	
              Relationship with
      Lenders

            


    

     

    
      	
               
      

            	
              21.14.1

            	
              The
      Facility 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 five Business Days' prior notice from that
      Lender to the contrary.

            


    

     

    
      	
               
      

            	
              21.14.2

            	
              The
      Facility Agent may at any time, and must if requested to do so by the
      Majority Lenders, convene a meeting of the
  Lenders.

            


    

     

    
      	
               
      

            	
              21.14.3

            	
              The
      Facility Agent must keep a register of all the Parties and supply any
      other Party with a copy of the register on request.  The
      register will include each Lender's Facility Office(s) and contact details
      for the purposes of this Agreement.

            


    

     

    
      	
              21.15

            	
              Facility Agent's management
      time

               

              If the Facility Agent requires, any amount
      payable to the Facility Agent by any Party under any indemnity or in
      respect of any costs or expenses incurred by the Facility Agent under the
      Finance Documents after the date of this Agreement may include the cost of
      using its management time or other resources and will be calculated on the
      basis of such reasonable daily or hourly rates as the Facility Agent may
      notify to the relevant Party.  This is in addition to any amount
      in respect of fees or expenses paid or payable to the Facility Agent under
      any other term of the Finance
Documents.

            


    

     

    
      	
              21.16

            	
              Notice
      period

               

              Where this Agreement specifies a minimum
      period of notice to be given to the Facility Agent, the Facility Agent
      may, at its discretion, accept a shorter notice
  period.

            


    

     

    
      	
              22.

            	
              EVIDENCE AND
      CALCULATIONS

            


    

     

    
      	
              22.1

            	
              Accounts

               

              Accounts maintained by a Finance Party in
      connection with this Agreement are prima facie evidence of the matters to
      which they relate for the purpose of any litigation or arbitration
      proceedings.

            


    

     

    
      	
              22.2

            	
              Certificates and
      determinations

               

              Any certification or determination by a
      Finance Party of a rate or amount under the Finance Documents will be, in
      the absence of manifest error, conclusive evidence of the matters to which
      it relates.

            


    

     

    
      	
              22.3

            	
              Calculations

            


    

     

    Any
interest or fee accruing under this Agreement accrues from day to day and is
calculated on the basis of the actual number of days elapsed and a year of 360
or 365 days or otherwise, depending on what the Facility Agent determines is
market practice.

     

    
      	
              23.

            	
              FEES

            


    

     

    
      	
              23.1

            	
              Facility Agent's
      fee

            


    

     

    The
Company must pay to the Facility Agent for its own account an annual agency fee
in the manner agreed between the Facility Agent and the Company.

     

    
      	
              23.2

            	
              Participation
      fee

            


    

     

    The
Company must pay a participation fee in the manner agreed between the Mandated
Lead Arrangers and the Company.

     

    
      	
              23.3

            	
              Commitment
      fee

            


    

     

    
      	
               
      

            	
              23.3.1

            	
              Subject
      to clause 23.3.2, the Company must pay a commitment fee computed at the
      rate of 50 per cent. of the Margin on the undrawn, uncancelled amount of
      each Lender's Commitment for the Availability Period calculated from the
      date of this Agreement.

            


    

     

    
      	
               
      

            	
              23.3.2

            	
              If
      the first Utilisation Date occurs within 1 day of the date of this
      Agreement, then the commitment fee referred to in clause 23.3.1 above
      shall instead be calculated from that first Utilisation Date but, for the
      avoidance of doubt, if the first Utilisation Date occurs more than
      1 day after the date of this Agreement, then the commitment fee shall
      be calculated from the date of this
Agreement.

            


    

     

    
      	
               
      

            	
              23.3.3

            	
              The
      commitment fee is payable quarterly in arrears. Accrued commitment fee is
      also payable to the Facility Agent for a Lender on the date its Commitment
      is cancelled in full.

            


    

     

    
      	
              23.4

            	
              Utilisation
      fee

            


    

     

    
      	
               
      

            	
              23.4.1

            	
              The
      Company must pay to the Facility Agent for each Lender a utilisation fee
      computed at the rate of 0.25% per annum on the Total Commitments for each
      day on which the aggregate amount of all drawn Loans exceeds
      £75,000,000.

            


    

     

    
      	
               
      

            	
              23.4.2

            	
              Utilisation
      fee is payable on the amount of each Lender's share in the
      Loans.

            


    

     

    
      	
               
      

            	
              23.4.3

            	
              Accrued
      utilisation fee is payable quarterly in arrear.  Accrued
      utilisation fee is also payable to the Facility Agent for a Lender on the
      date its Commitment is cancelled in
full.

            


    

     

    
      	
              24.

            	
              INDEMNITIES AND BREAK
      COSTS

            


    

     

    
      	
              24.1

            	
              Currency
      indemnity

            


    

     

    
      	
               
      

            	
              24.1.1

            	
              The
      Company must, as an independent obligation, indemnify each Finance Party
      against any loss or liability which that Finance Party incurs as a
      consequence of:

            


    

     

    
      	
               
      

            	
              24.1.1.1

            	
              that
      Finance Party receiving an amount in respect of the Company's liability
      under the Finance Documents; or

            


    

     

    
      	
               
      

            	
              24.1.1.2

            	
              that
      liability being converted into a claim, proof, judgment or
      order,

            


    

     

    in a
currency other than the currency in which the amount is expressed to be payable
under the relevant Finance Document.

     

    
      	
               
      

            	
              24.1.2

            	
              Unless
      otherwise required by law, the Company waives any right it may have in any
      jurisdiction to pay any amount under the Finance Documents in a currency
      other than that in which it is expressed to be
  payable.

            


    

     

    
      	
              24.2

            	
              Other
      indemnities

            


    

     

    The
Company shall within 15 days of demand indemnify the Facility Agent and each
Lender against any funding or other cost, loss, expense or liability in an
amount certified by it in reasonable detail (together with documentation in
support) sustained or incurred by it as a direct result of:

     

    
      	
               
      

            	
              24.2.1

            	
              the
      occurrence of any Event of Default;

            


    

     

    
      	
               
      

            	
              24.2.2

            	
              (other
      than by reason of negligence or default by a Finance Party) a Loan not
      being made after a Request has been delivered for that Loan;
      or

            


    

     

    
      	
               
      

            	
              24.2.3

            	
              the
      receipt or recovery by any party (or the Facility Agent on its behalf) of
      all or any part of a Loan or overdue sum due from the Company otherwise
      than on the Final Maturity Date or Maturity Date (as relevant) of that
      Loan or, in the case of an overdue sum, the last day of an interest period
      relating to that overdue sum, as the case may be or a Loan or any part
      thereof not being prepaid in accordance with a notice of
      prepayment.

            


    

     

    
      	
              24.3

            	
              Break
    Costs

            


    

     

    
      	
               
      

            	
              24.3.1

            	
              The
      Company must pay to each Lender its Break
Costs.

            


    

     

    
      	
               
      

            	
              24.3.2

            	
              Break
      Costs are the amount (if any) determined by the relevant Lender by
      which:

            


    

     

    
      	
               
      

            	
              24.3.2.1

            	
              the
      interest which that Lender would have received for the period from the
      date of receipt of any part of its share in a Loan or an overdue amount to
      the last day of the applicable Term for that Loan or overdue amount if the
      principal or overdue amount received had been paid on the last day of that
      Term;

            


    

     

    exceeds

     

    
      	
               
      

            	
              24.3.2.2

            	
              the
      amount which that Lender would be able to obtain by placing an amount
      equal to the amount received by it on deposit with a leading bank in the
      appropriate interbank market for a period starting on the Business Day
      following receipt and ending on the last day of the applicable
      Term.

            


    

     

    
      	
               
      

            	
              24.3.3

            	
              Each
      Lender must supply to the Facility Agent for the Company details of the
      amount of any Break Costs claimed by it under this
    Subclause.

            


    

     

    
      	
              25.

            	
              EXPENSES

            


    

     

    
      	
              25.1

            	
              Initial
      costs

            


    

     

    The
Company must pay to each Administrative Party the amount of all costs and
expenses (including legal fees) reasonably incurred by it in connection with the
negotiation, preparation, printing and execution of the Finance
Documents.

     

    
      	
              25.2

            	
              Subsequent
      costs

            


    

     

    The
Company must pay to the Facility Agent the amount of all costs and expenses
(including legal fees) reasonably incurred by it in connection
with:

     

    
      	
               
      

            	
              25.2.1

            	
              the
      negotiation, preparation, printing and execution of any Finance Document
      (other than a Transfer Certificate) executed after the date of this
      Agreement; and

            


    

     

    
      	
               
      

            	
              25.2.2

            	
              any
      amendment, waiver or consent requested by or on behalf of the Company or
      specifically allowed by this
Agreement.

            


    

     

    
      	
              25.3

            	
              Enforcement
      costs

            


    

     

    The
Company must pay to each Finance Party the amount of all costs and expenses
(including legal fees) incurred by it in connection with the enforcement of, or
the preservation of any rights under, any Finance Document.

     

    
      	
              26.

            	
              AMENDMENTS AND
      WAIVERS

            


    

     

    
      	
              26.1

            	
              Procedure

            


    

     

    
      	
               
      

            	
              26.1.1

            	
              Except
      as provided in this Clause, any term of the Finance Documents may be
      amended or waived with the agreement of the Company and the Majority
      Lenders.  The Facility Agent may effect, on behalf of any
      Finance Party, an amendment or waiver allowed under this
      Clause.

            


    

     

    
      	
               
      

            	
              26.1.2

            	
              The
      Facility Agent must promptly notify the other Parties of any amendment or
      waiver effected by it under clause 26.1.1 above.  Any such
      amendment or waiver is binding on all the
  Parties.

            


    

     

    
      	
              26.2

            	
              Exceptions

            


    

     

    
      	
               
      

            	
              26.2.1

            	
              An
      amendment or waiver which relates
to:

            


    

     

    
      	
               
      

            	
              26.2.1.1

            	
              the
      definition of Majority
      Lenders in Clause 1.1
(Definitions);

            


    

     

    
      	
               
      

            	
              26.2.1.2

            	
              an
      extension of the date of payment of any amount to a Lender under the
      Finance Documents;

            


    

     

    
      	
               
      

            	
              26.2.1.3

            	
              a
      reduction in the Margin or a reduction in the amount of any payment of
      principal, interest, fee or other amount payable to a Lender under the
      Finance Documents;

            


    

     

    
      	
               
      

            	
              26.2.1.4

            	
              an
      increase in, or an extension of, a Commitment or the Total
      Commitments;

            


    

     

    
      	
               
      

            	
              26.2.1.5

            	
              a
      term of a Finance Document which expressly requires the consent of each
      Lender;

            


    

     

    
      	
               
      

            	
              26.2.1.6

            	
              the
      right of a Lender to assign or transfer its rights or obligations under
      the Finance Documents; or

            


    

     

    
      	
               
      

            	
              26.2.1.7

            	
              this
      Clause,

            


    

     

    may only
be made with the consent of all the Lenders.

     

    
      	
               
      

            	
              26.2.2

            	
              An
      amendment or waiver which relates to the rights or obligations of an
      Administrative Party may only be made with the consent of that
      Administrative Party.

            


    

     

    
      	
              26.3

            	
              Change of
      currency

            


    

     

    If a
change in any currency of a country occurs (including where there is more than
one currency or currency unit recognised at the same time as the lawful currency
of a country), the Finance Documents will be amended to the extent the Facility
Agent (acting reasonably and after consultation with the Company) determines is
necessary to reflect the change.

     

    
      	
              26.4

            	
              Waivers and remedies
      cumulative

            


    

     

    The
rights of each Finance Party under the Finance Documents:

     

    
      	
               
      

            	
              26.4.1

            	
              may
      be exercised as often as necessary;

            


    

     

    
      	
               
      

            	
              26.4.2

            	
              are
      cumulative and not exclusive of its rights under the general law;
      and

            


    

     

    
      	
               
      

            	
              26.4.3

            	
              may
      be waived only in writing and
specifically.

            


    

     

    Delay in
exercising or non-exercise of any right is not a waiver of that
right.

     

    
      	
              27.

            	
              CHANGES TO THE
      PARTIES

            


    

     

    
      	
              27.1

            	
              Assignments and transfers by
      the Company

            


    

     

    The
Company may not assign or transfer any of its rights and obligations under the
Finance Documents without the prior consent of all the Lenders.

     

    
      	
              27.2

            	
              Assignments and transfers by
      Lenders

            


    

     

    
      	
               
      

            	
              27.2.1

            	
              A
      Lender (the Existing
      Lender) may, subject to the following provisions of this Subclause,
      at any time assign or transfer (including by way of novation) any of its
      rights and obligations under this Agreement to any other person (the New
    Lender).

            


    

     

    
      	
               
      

            	
              27.2.2

            	
              Unless
      the Company and the Facility Agent otherwise agree, a transfer of part of
      a Commitment or rights and obligations under this Agreement by the
      Existing Lender must be in a minimum amount of
  £5,000,000.

            


    

     

    
      	
               
      

            	
              27.2.3

            	
              An
      Existing Lender must consult with the Company for no more than five
      Business Days before it may make an assignment or transfer unless the New
      Lender is another Lender or an Affiliate of a Lender or an Event of
      Default has occurred and is
outstanding.

            


    

     

    
      	
               
      

            	
              27.2.4

            	
              The
      Facility Agent is not obliged to execute a Transfer Certificate until it
      has completed all know your customer requirements to its
      satisfaction.  The Facility Agent must promptly notify the
      Existing Lender and the New Lender if there are any such
      requirements.

            


    

     

    
      	
               
      

            	
              27.2.5

            	
              A
      transfer of obligations will be effective only if
  either:

            


    

     

    
      	
               
      

            	
              27.2.5.1

            	
              the
      obligations are novated in accordance with the following provisions of
      this Clause; or

            


    

     

    
      	
               
      

            	
              27.2.5.2

            	
              the
      New Lender confirms to the Facility Agent and the Company in form and
      substance satisfactory to the Facility Agent that it is bound by the terms
      of this Agreement as a Lender.  On the transfer becoming
      effective in this manner the Existing Lender will be released from its
      obligations under this Agreement to the extent that they are transferred
      to the New Lender.

            


    

     

    
      	
               
      

            	
              27.2.6

            	
              Unless
      the Facility Agent otherwise agrees, the New Lender must pay to the
      Facility Agent for its own account, on or before the date any assignment
      or transfer occurs, a fee of
£1,750.

            


    

     

    
      	
               
      

            	
              27.2.7

            	
              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 it under this
      Agreement.

            


    

     

    
      	
              27.3

            	
              Procedure for transfer by way
      of novations

            


    

     

    
      	
               
      

            	
              27.3.1

            	
              In
      this Subclause:

            


    

     

    Transfer Date means, for a
Transfer Certificate, the later of:

     

    
      	
               
      

            	
              27.3.1.1

            	
              the
      proposed Transfer Date specified in that Transfer Certificate;
      and

            


    

     

    
      	
               
      

            	
              27.3.1.2

            	
              the
      date on which the Facility Agent executes that Transfer
      Certificate.

            


    

     

    
      	
               
      

            	
              27.3.2

            	
              A
      novation is effected if:

            


    

     

    
      	
               
      

            	
              27.3.2.1

            	
              the
      Existing Lender and the New Lender deliver to the Facility Agent a duly
      completed Transfer Certificate; and

            


    

     

    
      	
               
      

            	
              27.3.2.2

            	
              the
      Facility Agent executes it.

            


    

     

    The
Facility Agent must execute as soon as reasonably practicable a Transfer
Certificate delivered to it and which appears on its face to be in
order.

     

    
      	
               
      

            	
              27.3.3

            	
              Each
      Party (other than the Existing Lender and the New Lender) irrevocably
      authorises the Facility Agent to execute any duly completed Transfer
      Certificate on its behalf.

            


    

     

    
      	
               
      

            	
              27.3.4

            	
              On
      the Transfer Date:

            


    

     

    
      	
               
      

            	
              27.3.4.1

            	
              the
      New Lender will assume the rights and obligations of the Existing Lender
      expressed to be the subject of the novation in the Transfer Certificate in
      substitution for the Existing Lender;
and

            


    

     

    
      	
               
      

            	
              27.3.4.2

            	
              the
      Existing Lender will be released from those obligations and cease to have
      those rights.

            


    

     

    
      	
              27.4

            	
              Limitation of responsibility of
      Existing Lender

            


    

     

    
      	
               
      

            	
              27.4.1

            	
              Unless
      expressly agreed to the contrary, an Existing Lender is not responsible to
      a New Lender for the legality, validity, adequacy, accuracy, completeness
      or performance of:

            


    

     

    
      	
               
      

            	
              27.4.1.1

            	
              any
      Finance Document or any other document;
or

            


    

     

    
      	
               
      

            	
              27.4.1.2

            	
              any
      statement or information (whether written or oral) made in or supplied in
      connection with any Finance
Document,

            


    

     

    and any
representations or warranties implied by law are excluded.

     

    
      	
               
      

            	
              27.4.2

            	
              Each
      New Lender confirms to the Existing Lender and the other Finance Parties
      that it:

            


    

     

    
      	
               
      

            	
              27.4.2.1

            	
              has
      made, and will continue to make, its own independent appraisal of all
      risks arising under or in connection with the Finance Documents (including
      the financial condition and affairs of the Company and its related
      entities and the nature and extent of any recourse against any Party or
      its assets) in connection with its participation in this Agreement;
      and

            


    

     

    
      	
               
      

            	
              27.4.2.2

            	
              has
      not relied exclusively on any information supplied to it by the Existing
      Lender in connection with any Finance
Document.

            


    

     

    
      	
               
      

            	
              27.4.3

            	
              Nothing
      in any Finance Document requires an Existing Lender
  to:

            


    

     

    
      	
               
      

            	
              27.4.3.1

            	
              accept
      a re-transfer from a New Lender of any of the rights and obligations
      assigned or transferred under this Clause;
or

            


    

     

    
      	
               
      

            	
              27.4.3.2

            	
              support
      any losses incurred by the New Lender by reason of the non-performance by
      the Company of its obligations under any Finance Document or
      otherwise.

            


    

     

    
      	
              27.5

            	
              Costs resulting from change of
      Lender or Facility Office

            


    

     

    If:

     

    
      	
               
      

            	
              27.5.1

            	
              a
      Lender assigns or transfers any of its rights and obligations under the
      Finance Documents or changes its Facility Office;
  and

            


    

     

    
      	
               
      

            	
              27.5.2

            	
              as
      a result of circumstances existing at the date the assignment, transfer or
      change occurs, the Company would be obliged to pay a Tax Payment or an
      Increased Cost,

            


    

     

    the
Company need only pay that Tax Payment or Increased Cost to the same extent that
it would have been obliged to if no assignment, transfer or change had
occurred.

     

    
      	
              27.6

            	
              Changes to the Reference
      Banks

            


    

     

    
      	
               
      

            	
              27.6.1

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

            


    

     

    
      	
               
      

            	
              27.6.2

            	
              If
      a Reference Bank ceases to have a London office or novates or assigns all
      its rights and obligations under this Agreement or if any Commitments of
      any Reference Bank are cancelled or if Loans it has advanced are prepaid
      it shall be replaced as a Reference Bank by such other Bank with an office
      in London as the Facility Agent (after consultation with the Company)
      shall designate by notice to the Company and the
  Banks.

            


    

     

    
      	
              28.

            	
              Disclosure of
      Information

            


    

     

    
      	
               
      

            	
              28.1.1

            	
              Each
      Finance Party must keep confidential any information supplied to it by or
      on behalf of the Company in connection with the Finance Documents.
      However, a Finance Party is entitled to disclose
    information:

            


    

     

    
      	
               
      

            	
              28.1.1.1

            	
              which
      is publicly available, other than as a result of a breach by that Finance
      Party of this Clause;

            


    

     

    
      	
               
      

            	
              28.1.1.2

            	
              in
      connection with any legal or arbitration
  proceedings;

            


    

     

    
      	
               
      

            	
              28.1.1.3

            	
              if
      required to do so under any law or
regulation;

            


    

     

    
      	
               
      

            	
              28.1.1.4

            	
              to
      a governmental, banking, taxation or other regulatory
      authority;

            


    

     

    
      	
               
      

            	
              28.1.1.5

            	
              to
      its professional advisers;

            


    

     

    
      	
               
      

            	
              28.1.1.6

            	
              to
      the extent allowed under clause 28.1.2 below;
or

            


    

     

    
      	
               
      

            	
              28.1.1.7

            	
              with
      the agreement of the Company.

            


    

     

    
      	
               
      

            	
              28.1.2

            	
              A
      Finance Party may disclose to an Affiliate or any person with whom it may
      enter, or has entered into, any kind of transfer, participation or other
      agreement in relation to this Agreement (a participant):

            


    

     

    
      	
               
      

            	
              28.1.2.1

            	
              a
      copy of any Finance Document; and

            


    

     

    
      	
               
      

            	
              28.1.2.2

            	
              any
      information which that Finance Party has acquired under or in connection
      with any Finance Document.

            


    

     

    However,
before a participant may receive any confidential information, it must agree
with the relevant Finance Party to keep that information confidential on the
terms of clause 28.1.2.1 above.

     

    This
Clause supersedes any previous confidentiality undertaking given by a Finance
Party in connection with this Agreement prior to it becoming a
Party.

     

    
      	
              29.

            	
              SET-OFF

            


    

     

    A Finance
Party may set off any matured obligation owed to it by the Company under the
Finance Documents (to the extent beneficially owned by that Finance Party)
against any obligation (whether or not matured) owed by that Finance Party to
the Company, regardless of the place of payment, booking branch or currency of
either obligation.  If the obligations are in different currencies,
the Finance Party may convert either obligation at a market rate of exchange in
its usual course of business for the purpose of the set-off.

     

    
      	
              30.

            	
              PRO RATA
      SHARING

            


    

     

    
      	
              30.1

            	
              Redistribution

            


    

     

    If any
amount owing by the Company under this Agreement to a Lender (the recovering Lender) is
discharged by payment, set-off or any other manner other than through the
Facility Agent under this Agreement (a recovery), then:

     

    
      	
               
      

            	
              30.1.1

            	
              the
      recovering Lender must, within three Business Days, supply details of the
      recovery to the Facility Agent;

            


    

     

    
      	
               
      

            	
              30.1.2

            	
              the
      Facility Agent must calculate whether the recovery is in excess of the
      amount which the recovering Lender would have received if the recovery had
      been received by the Facility Agent under this Agreement;
    and

            


    

     

    
      	
               
      

            	
              30.1.3

            	
              the
      recovering Lender must pay to the Facility Agent an amount equal to the
      excess (the redistribution).

            


    

     

    
      	
              30.2

            	
              Effect of
      redistribution

            


    

     

    
      	
               
      

            	
              30.2.1

            	
              The
      Facility Agent must treat a redistribution as if it were a payment by the
      Company under this Agreement and distribute it among the Lenders, other
      than the recovering Lender,
accordingly.

            


    

     

    
      	
               
      

            	
              30.2.2

            	
              When
      the Facility Agent makes a distribution under clause 30.2.1 above, the
      recovering Lender will be subrogated to the rights of the Finance Parties
      which have shared in that
redistribution.

            


    

     

    
      	
               
      

            	
              30.2.3

            	
              If
      and to the extent that the recovering Lender is not able to rely on any
      rights of subrogation under clause 30.2.2 above, the Company will owe the
      recovering Lender a debt which is equal to the redistribution, immediately
      payable and of the type originally
discharged.

            


    

     

    
      	
               
      

            	
              30.2.4

            	
              If:

            


    

     

    
      	
               
      

            	
              30.2.4.1

            	
              a
      recovering Lender must subsequently return a recovery, or an amount
      measured by reference to a recovery, to the Company;
  and

            


    

     

    
      	
               
      

            	
              30.2.4.2

            	
              the
      recovering Lender has paid a redistribution in relation to that
      recovery,

            


    

     

    each
Finance Party must reimburse the recovering Lender all or the appropriate
portion of the redistribution paid to that Finance Party, together with interest
for the period while it held the re-distribution.  In this event, the
subrogation in clause 30.2.2 above will operate in reverse to the extent of the
reimbursement.

     

    
      	
              30.3

            	
              Exceptions

            


    

     

    Notwithstanding
any other term of this Clause, a recovering Lender need not pay a redistribution
to the extent that:

     

    
      	
               
      

            	
              30.3.1

            	
              it
      would not, after the payment, have a valid claim against the Company in
      the amount of the redistribution;
or

            


    

     

    
      	
               
      

            	
              30.3.2

            	
              it
      would be sharing with another Finance Party any amount which the
      recovering Lender has received or recovered as a result of legal or
      arbitration proceedings, where:

            


    

     

    
      	
               
      

            	
              30.3.2.1

            	
              the
      recovering Lender notified the Facility Agent of those proceedings;
      and

            


    

     

    
      	
               
      

            	
              30.3.2.2

            	
              the
      other Finance Party had an opportunity to participate in those proceedings
      but did not do so or did not take separate legal or arbitration
      proceedings as soon as reasonably practicable after receiving notice of
      them.

            


    

     

    
      	
              31.

            	
              SEVERABILITY

            


    

     

    
      	
              31.1

            	
              If
      a term of a Finance Document is or becomes illegal, invalid or
      unenforceable in any jurisdiction, that shall not
  affect:

            


    

     

    
      	
               
      

            	
              31.1.1

            	
              the
      legality, validity or enforceability in that jurisdiction of any other
      term of the Finance Documents; or

            


    

     

    
      	
               
      

            	
              31.1.2

            	
              the
      legality, validity or enforceability in other jurisdictions of that or any
      other term of the Finance
Documents.

            


    

     

    
      	
              32.

            	
              COUNTERPARTS

            


    

     

    Each
Finance Document may be executed in any number of counterparts.  This
has the same effect as if the signatures on the counterparts were on a single
copy of the Finance Document.

     

    
      	
              33.

            	
              NOTICES

            


    

     

    
      	
              33.1

            	
              In
      writing

            


    

     

    
      	
               
      

            	
              33.1.1

            	
              Any
      communication in connection with a Finance Document must be in writing
      and, unless otherwise stated, may be
given:

            


    

     

    
      	
               
      

            	
              33.1.1.1

            	
              in
      person, by post, or fax or any other electronic communication approved by
      the Facility Agent; or

            


    

     

    
      	
               
      

            	
              33.1.1.2

            	
              if
      between the Facility Agent and a Lender and the Facility Agent and the
      Lender agree, by e-mail or other electronic
  communication.

            


    

     

    
      	
               
      

            	
              33.1.2

            	
              For
      the purpose of the Finance Documents, an electronic communication will be
      treated as being in writing.

            


    

     

    
      	
               
      

            	
              33.1.3

            	
              Unless
      it is agreed to the contrary, any consent or agreement required under a
      Finance Document must be given in
writing.

            


    

     

    
      	
              33.2

            	
              Contact
      details

            


    

     

    
      	
               
      

            	
              33.2.1

            	
              Except
      as provided below, the contact details of each Party for all
      communications in connection with the Finance Documents are those notified
      by that Party for this purpose to the Facility Agent on or before the date
      it becomes a Party.

            


    

     

    
      	
               
      

            	
              33.2.2

            	
              The
      contact details of the Company for this purpose
  are:

            


    

     

    
      
        	 
      	
                Address:

                 

              	
                Avonbank,
      Feeder Road, Bristol, BS2 0TB

                 

              
	 
      	
                Fax
      number:

                 

              	
                01179
      332108

                 

              
	 
      	
                Phone
      number:

                 

              	
                0117
      933 2354

                 

              
	 
      	
                E-mail:

                 

              	
                jhunt9@westernpower.co.uk

                 

              
	 
      	
                Attention:

                 

              	
                Julie
      Hunt.

                 

              
	 
      	
                The
      contact details of the Facility Agent for this purpose are:

                 

              
	 
      	
                Address:

                 

              	
                8
      Canada Square, London E14 5HQ

                 

              
	 
      	
                Phone
      number:

                 

              	
                020
      7992 2036

                 

              
	 
      	
                Fax
      number:

                 

              	
                020
      7991 4348

                 

              
	 
      	
                Attention:

                 

              	
                Ashley
      Parrett, Corporate Trust and Loan
Agency

              


      

    

    
      	
               
      

            	
              33.2.3

            	
              Any
      Party may change its contact details by giving five Business Days' notice
      to the Facility Agent or (in the case of the Facility Agent) to the other
      Parties.

            


    

     

    
      	
               
      

            	
              33.2.4

            	
              Where
      a Party nominates a particular department or officer to receive a
      communication, a communication will not be effective if it fails to
      specify that department or officer.

            


    

     

    
      	
              33.3

            	
              Effectiveness

            


    

     

    
      	
               
      

            	
              33.3.1

            	
              Except
      as provided below, any communication in connection with a Finance Document
      will be deemed to be given as
follows:

            


    

     

    
      	
               
      

            	
              33.3.1.1

            	
              if
      delivered in person, at the time of
delivery;

            


    

     

    
      	
               
      

            	
              33.3.1.2

            	
              if
      posted, five days after being deposited in the post, postage prepaid, in a
      correctly addressed envelope; and

            


    

     

    
      	
               
      

            	
              33.3.1.3

            	
              if
      by fax, when received in legible
form.

            


    

     

    
      	
               
      

            	
              33.3.2

            	
              A
      communication given under clause 33.3.1 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.

            


    

     

    
      	
               
      

            	
              33.3.3

            	
              A
      communication to the Facility Agent will only be effective on actual
      receipt by it.

            


    

     

    
      	
              33.4

            	
              The
    Company

            


    

     

    All
formal communication under the Finance Documents to or from the Company must be
sent through the Facility Agent.

     

    
      	
              34.

            	
              LANGUAGE

            


    

     

    
      	
               
      

            	
              34.1.1

            	
              Any
      notice given in connection with a Finance Document must be in
      English.

            


    

     

    
      	
               
      

            	
              34.1.2

            	
              Any
      other document provided in connection with a Finance Document must
      be:

            


    

     

    
      	
               
      

            	
              34.1.2.1

            	
              in
      English; or

            


    

     

    
      	
               
      

            	
              34.1.2.2

            	
              (unless
      the Facility Agent otherwise agrees) accompanied by a certified English
      translation.  In this case, the English translation prevails
      unless the document is a statutory or other official
    document.

            


    

     

    
      	
              35.

            	
              GOVERNING
      LAW

            


    

     

    This
Agreement and any non-contractual obligations arising out of or in connection
with it are governed by English law.

     

    
      	
              36.

            	
              ENFORCEMENT

            


    

     

    
      	
              36.1

            	
              Jurisdiction

            


    

     

    
      	
               
      

            	
              36.1.1

            	
              The
      English courts have exclusive jurisdiction to settle any dispute in
      connection with any Finance Document including a dispute relating to any
      non-contractual obligation arising out of or in connection with this
      Agreement.

            


    

     

    
      	
               
      

            	
              36.1.2

            	
              The
      English courts
      are the most appropriate and convenient courts to settle any such dispute
      and the Company waives objection to those courts on the grounds of
      inconvenient forum or otherwise in relation to proceedings in connection
      with any Finance Document.

            


    

     

    
      	
               
      

            	
              36.1.3

            	
              This
      Clause is for the benefit of the Finance Parties only.  To the
      extent allowed by law, a Finance Party may
take:

            


    

     

    
      	
               
      

            	
              36.1.3.1

            	
              proceedings
      in any other court; and

            


    

     

    
      	
               
      

            	
              36.1.3.2

            	
              concurrent
      proceedings in any number of
jurisdictions.

            


    

     

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

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
1

     

    Original
Parties

     

    
      	
              Name
      of Original Lender

               

            	
               

              Commitments

               

            
	
              HSBC
      Bank plc

               

            	
               

              £50,000,000

            
	
              Lloyds
      TSB Bank plc

               

            	
               

              £40,000,000

            
	
              Clydesdale
      Bank PLC

               

            	
               

              £40,000,000

            
	
              Alliance
      & Leicester PLC

               

            	
               

              £25,000,000

            
	
              Deutsche
      Bank AG London Branch

               

            	
               

              £25,000,000

            
	
              Bayerische
      Landesbank London Branch

               

            	
               

              £20,000,000

            
	
              The
      Governor and Company of The Bank of Ireland

               

            	
               

              £10,000,000

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
2

     

    Conditions
Precedent Documents

     

    Company

     

    
      	
              1.

            	
              A
      certified copy of the constitutional documents of the
    Company.

            


    

     

    
      	
              2.

            	
              A
      certified copy of a resolution of the board of directors or a committee of
      the board of directors of the Company approving the terms of, and the
      transactions contemplated by, the Finance
  Documents.

            


    

     

    
      	
              3.

            	
              A
      specimen of the signature of each person authorised on behalf of the
      Company to execute or witness the execution of any Finance Document or to
      sign or send any document or notice in connection with any Finance
      Document.

            


    

     

    
      	
              4.

            	
              A
      certificate of the Company (signed by a director) confirming that
      borrowing the Total Commitments would not cause any borrowing limit
      binding on the Company to be
exceeded.

            


    

     

    Legal
opinions

     

    
      	
              5.

            	
              A
      legal opinion of Eversheds LLP, legal advisers to the Mandated Lead
      Arranger and the Facility Agent addressed to the Finance
      Parties.

            


    

     

    Other
documents and evidence

     

    
      	
              6.

            	
              Evidence
      that all fees and expenses then due and payable from the Company under
      this Agreement have been or will be paid no later than the first
      Utilisation Date.

            


    

     

    
      	
              7.

            	
              The
      Original Financial Statements.

            


    

     

    
      	
              8.

            	
              Evidence
      that the Existing Facility Agreement has expired or will be prepaid and
      cancelled in full on or by the first Utilisation
  Date.

            


    

     

    
      	
              9.

            	
              The
      Information Package.

            


    

     

    
      	
              10.

            	
              A
      copy of any other Authorisation or other document, opinion or assurance
      which the Facility Agent notifies the Company is necessary or desirable in
      connection with the entry into and performance of the transactions
      contemplated by any Finance Document or for the validity and
      enforceability of any Finance
Document.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

    

    SCHEDULE
3

     

    Form
of Request

     

    
    

     

    
      	
              To:

              From:

              Date:

            	
               HSBC BANK PLC as Facility
      Agent

              [                               ]

              [                               ]

            


    

    


     

    WESTERN POWER DISTRIBUTION (SOUTH
WEST) PLC - £210,000,000 Facility Agreement dated [                ] (as amended and restated from time
to time) (the "Agreement")

     

    1.             We
refer to the Agreement.  This is a Request.

     

    2.             We
wish to borrow a Loan on the following terms:

     

    (a)             Utilisation
Date:
[                               ]

     

    (b)             Amount/currency:
[                                         ]

     

    (c)             Term:
[                                         ].

     

    3.             Our
payment instructions are:
[                                    ].

     

    
      	
              4.

            	
              We
      confirm that each condition precedent under the Agreement which must be
      satisfied on the date of this Request is so
  satisfied.

            


    

     

    
      	
              5

            	
              We
      confirm that as at [relevant testing date]
      Consolidated EBITDA was
      [            ]
      and Interest Payable was
      [           ];
      therefore, the ratio of Consolidated EBITDA to Interest Payable was [
         ] to 1.

            


    

     

    
      	
              6.

            	
              We
      confirm that as at [relevant testing date] Regulatory Asset Base
      was              [

            	
              ]
      and Total Net Debt was [

            	
              ];
      therefore, Total Net Debt does not exceed an amount equal to 85% of the
      Regulatory Asset Base.

            


    

     

    7.             This
Request is irrevocable.

     

    By:

     

    [                               ]

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      SCHEDULE
4

       

      Calculation
of the mandatory cost

       

      
        	
                1.  

              	
                The
      Mandatory Cost is an addition to the interest rate to compensate Lenders
      for the cost of compliance with (a) the requirements of the Bank of
      England and/or the Financial Services Authority (or, in either case, any
      other authority which replaces all or any of its functions) or (b) the
      requirements of the European Central
Bank.

              


      

       

      
        	
                2.  

              	
                On
      the first day of each Term (or as soon as possible
      thereafter)  the Facility Agent shall calculate, as a percentage
      rate, a rate (the "Additional Cost Rate")
      for each Lender, in accordance with the paragraphs set out
      below.  The Mandatory Cost will be calculated by the Facility
      Agent as a weighted average of the Lenders' Additional Cost Rates
      (weighted in proportion to the percentage participation of each Lender in
      the relevant Loan) and will be expressed as a percentage rate per
      annum.

              


      

       

      
        	
                3.  

              	
                The
      Additional Cost Rate for any Lender lending from a Facility Office in a
      Participating Member State will be the percentage notified by that Lender
      to the Facility Agent.  This percentage will be certified by
      that Lender in its notice to the Facility Agent to be its reasonable
      determination of the cost (expressed as a percentage of that Lender's
      participation in all Loans made from that Facility Office) of complying
      with the minimum reserve requirements of the European Central Bank in
      respect of loans made from that Facility
Office.

              


      

       

      
        	
                4.  

              	
                The
      Additional Cost Rate for any Lender lending from a Facility Office in the
      United Kingdom will be calculated by the Facility Agent as
      follows:

              


      

       

      
        	
              	
                (a)  

              	
                in
      relation to a sterling Loan:

              


      

      
        
          
             

            
              	 	
                      AB
      + C(B - D) +
      E
      x
      0.01

                                   
      100 - (A +
      C)   

                    	 Per cent. per
      annum	 


            

          

        

        
           

          
            	
                  	
                    (b)  

                  	
                    in
      relation to a Loan in any currency other than
  sterling:

                  


          

        

        
          
            
              
                 

                
                  	 	
                          E
      x
      0.01

                              300   

                        	 Per cent. per
      annum.	 


                

              

            

          

        

      

      
Where:

      
         

        
          
            
              	
                      A

                    	
                      is
      the percentage of Eligible Liabilities (assuming these to be in excess of
      any stated minimum) which that Lender is from time to time required to
      maintain as an interest free cash ratio deposit with the Bank of England
      to comply with cash ratio requirements.

                       

                    
	
                      B

                    	
                      is
      the percentage rate of interest (excluding the Margin and the Mandatory
      Cost and, if the Loan is an Unpaid Sum, the additional rate of interest
      specified in clause 9.3.1 (Interest on overdue
      amounts)) payable for the relevant Term on the Loan.

                       

                    
	
                      C

                    	
                      is
      the percentage (if any) of Eligible Liabilities which that Lender is
      required from time to time to maintain as interest bearing Special
      Deposits with the Bank of England.

                       

                    
	
                      D

                    	
                      is
      the percentage rate per annum payable by the Bank of England
      to  the Facility Agent on interest bearing Special
      Deposits.

                       

                    
	
                      E

                    	
                      is
      designed to compensate Lenders for amounts payable under the Fees
      Rules  and is calculated by the Facility Agent as being the
      average of the most recent rates of charge supplied by the Reference Banks
      to the Facility Agent pursuant to paragraph 7 below and expressed in
      pounds per £1,000,000.

                       

                    
	
                      5.

                    	
                      For
      the purposes of this Schedule:

                       

                    
	 
      	
                      (a)

                    	
                      "Eligible Liabilities"
      and "Special
      Deposits" have the meanings given to them from time to time under
      or pursuant to the Bank of England Act 1998 or (as may be appropriate) by
      the Bank of England;

                       

                    
	 
      	
                      (b)

                    	
                      "Fees Rules" means the
      rules on periodic fees contained in the FSA Supervision Manual or such
      other law or regulation as may be in force from time to time in respect of
      the payment of fees for the acceptance of deposits;

                       

                    
	 
      	
                      (c)

                    	
                      "Fee Tariffs" means the
      fee tariffs specified in the Fees Rules under the activity group A.1
      Deposit acceptors (ignoring any minimum fee or zero rated fee required
      pursuant to the Fees Rules but taking into account any applicable discount
      rate);

                       

                    
	 
      	
                      (d)

                    	
                      "Tariff Base" has the
      meaning given to it in, and will be calculated in accordance with, the
      Fees Rules; and

                       

                    
	 
      	
                      (e)

                    	
                      "Unpaid Sum" means any
      sum due and payable but unpaid by the   Company under the
      Finance Documents.

                       

                    
	
                      6.

                    	
                      In
      application of the above formulae, A, B, C and D will be included in the
      formulae as percentages (i.e. 5 per cent. will be included in the formula
      as 5 and not as 0.05).  A negative result obtained by
      subtracting D from B shall be taken as zero.  The resulting
      figures shall be rounded to four decimal places.

                       

                    
	
                      7.

                    	
                      If
      requested by the Facility Agent, each Reference Bank shall, as soon as
      practicable after publication by the Financial Services Authority, supply
      to the Facility Agent, the rate of charge payable by that Reference Bank
      to the Financial Services Authority pursuant to the Fees Rules in respect
      of the relevant financial year of the Financial Services Authority
      (calculated for this purpose by that Reference Bank as being the average
      of the Fee Tariffs applicable to that Reference Bank for that financial
      year) and expressed in pounds per £1,000,000 of the Tariff Base of that
      Reference Bank.

                       

                    
	
                      8.

                    	
                      Each
      Lender shall supply any information required by the Facility Agent for the
      purpose of calculating its Additional Cost Rate. In particular, but
      without limitation, each Lender shall supply the following information on
      or prior to the date on which it becomes a Lender:

                       

                    
	 
      	
                      (e)

                    	
                      the
      jurisdiction of its Facility Office; and

                       

                    
	 
      	
                      (f)

                    	
                      any
      other information that the Facility Agent may reasonably require for such
      purpose.

                       

                    
	 
      	
                      Each
      Lender shall promptly notify the Facility Agent of any change to the
      information provided by it pursuant to this paragraph.

                       

                    
	
                      9.

                    	
                      The
      percentages of each Lender for the purpose of A and C above and the rates
      of charge of each Reference Bank for the purpose of E above shall be
      determined by  the Facility Agent based upon the information
      supplied to it pursuant to paragraphs 7 and 8 above and on the assumption
      that, unless a Lender notifies  the Facility Agent to the
      contrary, each Lender's obligations in relation to cash ratio deposits and
      Special Deposits are the same as those of a typical bank from its
      jurisdiction of incorporation with a Facility Office in the same
      jurisdiction as its Facility Office.

                       

                    
	
                      10.

                    	
                      The
      Facility Agent shall have no liability to any person if such determination
      results in an Additional Cost Rate which over or under compensates any
      Lender and shall be entitled to assume that the information provided by
      any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is
      true and correct in all respects.

                       

                    
	
                      11.

                    	
                      The
      Facility Agent shall distribute the additional amounts received as a
      result of the Mandatory Cost to the Lenders on the basis of the Additional
      Cost Rate for each Lender based on the information provided by each Lender
      and each Reference Bank pursuant to paragraphs 3, 7 and 8
      above.

                       

                    
	
                      12.

                    	
                      Any
      determination by the Facility Agent pursuant to this Schedule in relation
      to a formula, the Mandatory Cost, an Additional Cost Rate or any amount
      payable to a Lender shall, in the absence of manifest error, be conclusive
      and binding on all Parties.

                       

                    
	
                      13.

                    	
                      The
      Facility Agent may from time to time, after consultation with the
      Company and the
      Lenders, determine and notify to all Parties any amendments which are
      required to be made to this Schedule in order to comply with any change in
      law, regulation or any requirements from time to time imposed by the Bank
      of England, the Financial Services Authority or the European Central Bank
      (or, in any case, any other authority which replaces all or any of its
      functions) and any such determination shall, in the absence of manifest
      error, be conclusive and binding on all
Parties.

                    


            

          

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      SCHEDULE
5

       

      


      

        
          
            
              
                
                  	
                          To:

                        	
                          HSBC BANK PLC as Facility
      Agent

                           

                        
	
                          From:

                        	
                          [THE
      EXISTING LENDER] (the Existing Lender) and
      [THE NEW LENDER] (the New
      Lender)

                           

                        
	
                          Date:

                        	
                          [                               ]

                        


                

              

            

          

        

                                

      

      


       

      WESTERN POWER DISTRIBUTION (SOUTH
WEST) PLC - £210,000,000 Facility Agreement dated [                       ] (as amended and restated from time
to time) (the
Agreement)

       

      We refer
to the Agreement.  This is a Transfer Certificate.

       

      
        	
                1.  

              	
                The
      Existing Lender transfers by novation to the New Lender the Existing
      Lender's rights and obligations referred to in the Schedule below in
      accordance with the terms of the
Agreement.

              


      

       

      
        	
                2.  

              	
                The
      proposed Transfer Date is
  [    ].

              


      

       

      
        	
                3.  

              	
                The
      administrative details of the New Lender for the purposes of the Agreement
      are set out in the Schedule.

              


      

       

      
        	
                4.  

              	
                This
      Transfer Certificate and any non-contractual obligations arising out of or
      in connection with it are governed by English
  law.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THE
SCHEDULE

       

      Rights
and obligations to be transferred by novation

       

      [insert
relevant details, including applicable Commitment (or part)]

       

      Administrative
details of the New Lender

       

      [insert
details of Facility Office, address for notices and payment details
etc.]

       

      


       

      [EXISTING
LENDER]                                                                           [NEW LENDER]

       

      By:                                                               By:

       

      The
Transfer Date is confirmed by the Facility Agent as
[                               ].

       

      [              ]

       

      By:

       

      


       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
6

       

      Intentionally
left blank

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
7

       

      Form
of Compliance Certificate

       

      To:             HSBC BANK PLC as Facility
Agent

       

      From:        WESTERN POWER DISTRIBUTION (SOUTH
WEST) PLC

       

      Date:         [                               ]

       

      WESTERN POWER DISTRIBUTION (SOUTH
WEST) PLC -
£210,000,000 Facility Agreement dated
[                  ]
(as amended and restated from time to time) (the Agreement)

       

      
        	
                1.  

              	
                We
      refer to the Agreement.  This is a Compliance
      Certificate.

              


      

       

      
        	
                2.  

              	
                We
      confirm that as at [relevant testing date],
      Consolidated EBITDA was
      [              ]
      and Interest Payable was [], therefore the ratio of Consolidated EBITDA to
      Interest Payable was [] to 1.

              


      

       

      
        	
                3.  

              	
                We
      confirm that as at [relevant testing date], Regulatory Asset Base was
      [      ] and Total Net Debt was
      [        ]; therefore Total Net
      Debt does not exceed 85% of the Regulatory Asset
  Base.

              


      

       

      
        	
                4.  

              	
                We
      set out below calculations establishing the figures in paragraph 2
      above:

              


      

       

      [                        ].

       

      
        	
                5.  

              	
                We
      confirm that the following companies were Material Subsidiaries at
      [relevant testing date]:

              


      

       

      [       ].

       

      
        	
                6.  

              	
                [We
      confirm that no Default is outstanding as at [relevant testing date].]1 

              


      

       

      WESTERN
POWER DISTRIBUTION (SOUTH WEST) PLC

       

      By:

       

      Director

       

      


       

      Director

       

      ___________________________________

      
        
          	
                  1

                	
                  If this statement cannot be made,
      the certificate should identify any Default that is outstanding and the
      steps, if any, being taken to remedy
it.

                


        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          SIGNATORIES

           

          THE
COMPANY

          


          WESTERN
POWER DISTRIBUTION (SOUTH WEST) PLC

           

          
            	
                    By:

                     

                  	
                    Daniel
      Oosthuizen

                     

                  
	
                    Address:

                     

                  	
                    Avonbank,
      Feeder Road, Bristol, BS2 0TB

                     

                  
	
                    Fax:

                     

                  	
                    01179
      332108

                     

                  


          

           

          THE
MANDATED LEAD ARRANGERS

          


          HSBC
BANK PLC

           

          
            	
                    By:

                     

                  	
                    John
      Haire

                     

                  
	
                    Address:

                     

                  	
                    8
      Canada Square, London E14 5HQ

                     

                  
	
                    Fax:

                     

                  	
                    020
      7991 4348

                     

                  


          

           

          LLOYDS
TSB BANK PLC

           

          
            	
                    By:

                     

                  	
                    Somchart
      Sucharitkul

                     

                  
	
                    Address:

                     

                  	
                    Wholesale
      Loans Servicing, Bank House, Wine Street, Bristol, BS1 2AN

                     

                  
	
                    Fax:

                     

                  	
                    0207
      158 3204

                     

                  


          

           

          CLYDESDALE
BANK PLC

           

          
            	
                    By:

                     

                  	
                    Alan
      Davis

                     

                  
	
                    Address:

                     

                  	
                    Corporate
      & Structured Finance, 5th Floor, 33 Gracechurch Street, London, EC3V
      0BT

                     

                  
	
                    Fax:

                     

                  	
                    020
      7929 6152

                     

                  


          

           

          THE
FACILITY AGENT

          


          HSBC
BANK PLC

           

          
            	
                    By:

                     

                  	
                    John
      Haire

                     

                  
	
                    Address:

                     

                  	
                    8
      Canada Square, London E14 5HQ

                     

                  
	
                    Fax:

                     

                  	
                    020
      7991 4348

                     

                  


          

           

          THE
ORIGINAL LENDERS

          


          HSBC
BANK PLC

           

          
            	
                    By:

                     

                  	
                    John
      Haire

                     

                  
	
                    Address:

                     

                  	
                    Process
      Manager, Loans Administration, 24th Floor, 8 Canada Square, London, E14
      5HQ

                     

                  
	
                    Fax:

                     

                  	
                    020
      7992 4680

                     

                  


          

           

          LLOYDS
TSB BANK PLC

           

          
            	
                    By:

                     

                  	
                    Somchart
      Sucharitkul

                     

                  
	
                    Address:

                     

                  	
                    Wholesale
      Loans Servicing, Bank House, Wine Street, Bristol, BS1 2AN

                     

                  
	
                    Fax:

                     

                  	
                    020
      7158 3204

                     

                  


          

           

          CLYDESDALE
BANK PLC

           

          
            	
                    By:

                     

                  	
                    Alan
      Davis

                     

                  
	
                    Address:

                     

                  	
                    Corporate
      & Structured Finance, 5th Floor, 33 Gracechurch Street, London,EC3V
      0BT

                     

                  
	
                    Fax:

                     

                  	
                    020
      7929 6152

                     

                  


          

           

          DEUTSCHE
BANK AG LONDON BRANCH

           

          
            	
                    By:

                     

                  	
                    Michael
      Starmer-Smith      Alastair
      Macdonald

                     

                  
	
                    Address:

                     

                  	
                    Great
      Winchester house, 1 Great Winchester Street, London, EC2N 2DB

                     

                  
	
                    Fax:

                     

                  	
                    020
      7545 4735

                     

                  


          

           

          ALLIANCE
& LEICESTER PLC

           

          
            	
                    By:

                     

                  	
                    T.J.
      Yeoman

                     

                  
	
                    Address:

                     

                  	
                    FAO
      Corporate Administration Manager, 298 Deansgate, Manchester, M3
      4HH

                     

                  
	
                    Fax

                     

                  	
                    0161
      953 3517

                     

                  


          

           

          THE
GOVERNOR AND COMPANY OF THE BANK OF IRELAND

           

          
            
              	
                      By:

                       

                    	
                      Chris
      Dowling    Brendan Gilmore

                       

                    
	
                      Address:

                    	
                       Bow
      Bells House, 1 Bread Street, London, EC4M 9BE

                       

                    
	
                      Fax:

                       

                    	
                      020
      7248 6076

                       

                    


            

          

           

          BAYERISCHE
LANDESBANK LONDON BRANCH

           

          
            	
                    By:

                     

                  	
                    Wolfgang
      Kottmann    Avrille Palha

                     

                  
	
                    Address:

                     

                  	
                    Bayern
      LB London Branch, 13/14 Appold Street, London, EC2A 2NB

                     

                  
	
                    Fax:

                     

                  	
                    020
      7955 5129