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                                                                    EXHIBIT 10.7

                           MACQUARIE YORKSHIRE LIMITED

                                       and

                               BALFOUR BEATTY PLC

                                       and

                        YORKSHIRE LINK (HOLDINGS) LIMITED

                                       and

                             YORKSHIRE LINK LIMITED

                                       and

                      MACQUARIE EUROPEAN INFRASTRUCTURE PLC
                      _____________________________________

                             SHAREHOLDERS AGREEMENT
                                   relating to
                        YORKSHIRE LINK (HOLDINGS) LIMITED
                                       and
                             YORKSHIRE LINK LIMITED
                      _____________________________________

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                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                                    PAGE
<S>                                                                                       <C>
1.          INTERPRETATION...........................................................       2
2.          WARRANTIES...............................................................       5
3.          OBJECTIVES OF THE SHAREHOLDERS, YHL AND YLL..............................       5
4.          NOT USED.................................................................       6
5.          MANAGEMENT...............................................................       6
6.          RESERVED MATTERS.........................................................       7
7.          PERSONNEL................................................................       8
8.          CONTINUING OBLIGATIONS...................................................       9
9.          DIVIDEND POLICY..........................................................      10
10.         RESTRICTIVE COVENANTS....................................................      10
10A.        MEANING OF TERMS IN CLAUSES 11, 11A AND 12...............................      11
11.         TRANSFER OF SHARES.......................................................      12
11A         PRE-EMPTIVE RIGHTS.......................................................      16
12.         TRANSFER OF YLL LOAN STOCK AND COMMERCIAL SUBORDINATED LOAN AGREEMENT....      20
13.         DEFAULT..................................................................      21
14.         CONFIDENTIALITY..........................................................      22
15.         DURATION.................................................................      22
16.         DISPUTES.................................................................      23
17.         TAX AND THE SURRENDER OF LOSSES..........................................      23
18.         ANNOUNCEMENTS............................................................      31
19.         NOTICES AND RECEIPTS.....................................................      31
20.         COSTS AND VAT............................................................      31
21.         SEVERABILITY.............................................................      32
22.         WHOLE AGREEMENT..........................................................      32
23.         GENERAL..................................................................      32
24.         NOT USED.................................................................      33
25.         COUNTER INDEMNITY........................................................      33
26.         GOVERNING LAW............................................................      33

SCHEDULES

SCHEDULE 1 ..........................................................................      34
SCHEDULE 2 ..........................................................................      36
SCHEDULE 3 ..........................................................................      39
SCHEDULE 4 ..........................................................................      40
Signatories .........................................................................      41
</TABLE>

                                       i
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THIS AGREEMENT is made on 26th March, 1996 as amended and restated on 30 April
2003

BETWEEN:

(1)      MACQUARIE YORKSHIRE LIMITED (registered number 4712996) whose
         registered office is at Level 29 and 30, 1 Ropemaker Street, London
         EC2Y 9HD ("MYL");

(2)      BALFOUR BEATTY PLC (registered number 395826) whose registered office
         is at 130 Wilton Road, London SW1V 1LQ ("BB");

(3)      YORKSHIRE LINK (HOLDINGS) LIMITED (registered number 3059235) whose
         registered office is at Level 29 and 30, 1 Ropemaker Street, London
         EC2Y 9HD ("YHL");

(4)      YORKSHIRE LINK LIMITED (registered number 2999303) whose registered
         office is at Level 29 and 30, 1 Ropemaker Street, London EC2Y 9HD
         ("YLL"); and

(5)      MACQUARIE EUROPEAN INFRASTRUCTURE PLC (registered number 867281) whose
         registered office is at Level 29 and 30, 1 Ropemaker Street, London
         EC2Y 9HD ("MEIP").

WHEREAS:

(A)      YHL is a private company limited by shares short particulars of which
         are set out in Part 1 of Schedule 1.

(B)      YLL is a private company limited by shares short particulars of which
         are set out in Part 2 of Schedule 1.

(C)      YLL is the wholly owned subsidiary of YHL.

(D)      The main business of YHL is the making and holding of its investment in
         YLL.

(E)      YLL has entered into the DBFO Contract, raised the finance for the
         Project (under the terms and conditions of the Funding Agreements) and
         is currently undertaking the Project.

(F)      MYL and BB are shareholders in YHL.

(G)      The parties have agreed to enter into this agreement for the purposes
         of (i) regulating, as between the parties, their relationship with each
         other as shareholders in YHL and (ii) regulating, as between all of the
         parties, certain aspects of the affairs of YHL and YLL.

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IT IS AGREED as follows:

1.       INTERPRETATION

(1)      In this agreement:

         "AFFILIATE" means in relation to any member, any subsidiary undertaking
         or parent undertaking or any other subsidiary undertaking of that
         parent undertaking save that in relation to MYL, it means MEIP and any
         subsidiary undertaking of MEIP;

         "ARTICLES" means the articles of association of YHL or YLL (as the case
         may be);

         "BF LETTER OF CREDIT" has the meaning given to it in the EIB Facility
         Agreement (as defined in the Intercreditor Agreement).

         "BOARD" means the board of Directors for the time being of YHL or YLL
         (as the case may be);

         "BUSINESS DAY" means a day (other than a Saturday or Sunday) on which
         banks are generally open in London for normal business;

         "COMMERCIAL BANK FACILITY AGREEMENT" means a facility agreement
         between, amongst others, YLL, the financial institutions described as
         lenders therein, the arrangers described therein and ABN AMRO Bank NV
         as agent in relation to certain credit facilities in favour of YLL;

         "COMMERCIAL SUBORDINATED LOAN AGREEMENT" means a subordinated loan
         agreement between YLL (as borrower) and MYL and BB (as lenders);

         "COMPANY" means YHL or YLL, as the case may be;

         "COMPLETION DATE" means 26 March 1996;

         "CONSTRUCTION CONTRACT" means the construction contract entered into on
         26 March 1996 and made between YLL as employer and each of Balfour
         Beatty Civil Engineering Limited and Skanska Construction UK Limited as
         the contractor for the design and construction of the Project;

         "DBFO CONTRACT" means the concession agreement dated 26 March 1996
         between the Secretary of State for Transport and YLL requiring YLL to
         design, build, finance and operate the M1-A1 Link Road (Lofthouse to
         Bramham) in return for shadow tolls;

         "DIRECTOR" means any director for the time being of YHL or YLL as the
         case may be;

         "EIB" means European Investment Bank of 100 Boulevard Konrad Adenauer,
         L-2950 Luxembourg;

         "EIB FACILITY AGREEMENT" means a facility agreement between YLL and EIB
         in relation to certain credit facilities in favour of YLL;

                                       2
<PAGE>

         "FINANCIAL YEAR" means a financial year for the purposes of the
         Companies Act 1985;

         "FUNDING AGREEMENT" means each of the Commercial Bank Facility
         Agreement, the EIB Facility Agreement and (each as defined in the
         Intercreditor Agreement) the EIF Senior Guarantee Facility Agreement,
         the Commercial Subordinated Loan Agreement, the YLL Loan Stock
         Instrument and any guarantees issued thereunder;

         "GROUP" means in relation to any party, it and its Affiliates;

         "GUARANTEE" means the deed of guarantee entered into on the Completion
         Date and amended and restated on the date of amendment and restatement
         of this agreement, under which MEIP agrees to guarantee the performance
         of MYL of its obligations under this agreement and the performance by
         MIUK of its obligations under the Technical Services Agreement and the
         Secondment Agreement.

         "INTERCREDITOR AGREEMENT" means an intercreditor agreement between,
         amongst others, YLL and the lenders under each of the Funding
         Agreements in relation to, amongst other things, the priority of
         secured and unsecured claims between such persons;

         "LC PROVIDER" means MEIP and BB.

         "MIUK" means Macquarie Infrastructure (UK) Limited, (registered number
         1540913) whose registered office is at Level 29 and 30, 1 Ropemaker
         Street, London EC2Y 9HD;

         "MYL OWNER" means (i) MEIP; (ii) an Affiliate of MEIP who, together or
         by themselves own all of the shares in MYL then on issue;

         "POST-TAX PROFITS" means in respect of any Financial Year the audited
         post-tax profit of the relevant Company as shown in the audited profit
         and loss account of that Company or, as the case may be, the audited
         consolidated profit and loss accounts of YHL and its subsidiaries for
         that year;

         "PROJECT" means the designing, building, financing and operating of the
         M1-A1 Link Road (Lofthouse to Bramham) and various related on and off
         site facilities in accordance with the terms of the DBFO Contract;

         "PROJECT BUDGET" means the project budget of YLL;

         "RELEVANT DATE" means the date on which any party becomes a party to
         this agreement whether as an original party or by subsequently adhering
         to its terms in the manner described in this agreement;

         "RESERVED MATTERS" means each of the matters in Schedule 2;

         "SECONDMENT AGREEMENT" means the replacement secondment agreement
         between MIUK, BB and YLL dated on or about the date of the amendment
         and restatement of this agreement under which MIUK and BB each agree to
         second personnel to YLL;

                                       3
<PAGE>

         "SHAREHOLDERS" means MYL and BB and, where the context so admits, any
         person holding shares in YHL who is party to this agreement;

         "SHARE PLEDGE AGREEMENT" means a share pledge on 26 March 1996 granted
         by YHL in favour of the Security Trustee (as defined in the
         Intercreditor Agreement) as agent and trustee for the lenders under the
         Funding Agreements in relation to the issued share capital of YLL;

         "SUBSIDIARY" and "HOLDING COMPANY" shall have the meanings given in
         section 736 of the Companies Act 1985;

         "TECHNICAL SERVICES AGREEMENT" means the agreement between YLL, MIUK
         and BB relating to the provision of technical services to YLL;

         "ULTIMATE PARENT UNDERTAKING" means, in the case of MYL, MEIP, and, in
         the case of BB, BB;

         "YHL AGREEMENTS" means the agreement(s) to be entered into by YHL at
         Completion as listed in Part 1 of Schedule 4;

         "YHL ARTICLES" means the articles of association of YHL;

         "YHL BOARD" means the board of directors of YHL;

         "YHL MEMORANDUM" means the memorandum of association of YHL;

         "YHL SHARES" means the ordinary shares in the share capital of YHL;

         "YLL AGREEMENTS" means the agreements entered into by YLL as listed in
         Part 2 of Schedule 4;

         "YLL ARTICLES" means the articles of association of YLL;

         "YLL BOARD" means the board of directors of YLL;

         "YLL LOAN STOCK" means the (pound)12,000,000 15 per cent. secured
         subordinated loan stock of YLL constituted by the YLL Loan Stock
         Instrument or, as the case may be, the nominal amount thereof for the
         time being outstanding;

         "YLL LOAN STOCK INSTRUMENT" means a Loan Stock Instrument dated 26
         March 1996 creating (pound)12,000,000 15 per cent. secured subordinated
         loan stock;

         "YLL MEMORANDUM" means the memorandum of association of YLL; and

         "YLL SHARES" means the ordinary shares in the share capital of YLL.

                                       4
<PAGE>

(2)      Any reference, express or implied, to an enactment includes references
         to:

         (a)      that enactment as amended, extended or applied by or under any
                  other enactment before or after this agreement;

         (b)      any enactment which that enactment re-enacts (with or without
                  modification); and

         (c)      any subordinate legislation made (before or after this
                  agreement) under any enactment, as amended, extended or
                  applied as described in paragraph (a) above or under any
                  enactment referred to in paragraph (b) above.

(3)      The singular shall include the plural and vice versa and words denoting
         a person shall include a body corporate and an unincorporated
         association of persons and, unless otherwise stated, include that
         person's successors or assigns.

(4)      Any reference in this agreement to this agreement, another agreement,
         deed, instrument or other document shall be construed as a reference to
         this agreement or that other agreement, deed, instrument or other
         document as the same may have been, or may from time to time be,
         amended, varied, supplemented or novated.

(5)      Subclauses (1) to (4) above apply unless the contrary intention
         appears.

(6)      The headings in this agreement do not affect its interpretation.

(7)      Any annex, appendix or schedule to this agreement shall take effect as
         if set out in this agreement and references to this agreement shall
         include its annexes, appendices and schedules.

2.       WARRANTIES

         Each of the Shareholders represents and warrants to the other(s) at the
         Completion Date that the matters contained in Schedule 3 are true and
         accurate.

3.       OBJECTIVES OF THE SHAREHOLDERS, YHL AND YLL

(1)      The primary object of YHL is to maximise the value of its investment in
         YLL in a manner consistent with the YHL Agreements and YHL shall not
         carry on any other business without the agreement in writing of all the
         Shareholders who are the parties to this agreement.

(2)      The primary object of YLL is to undertake and profitably operate the
         Project in accordance with the YLL Agreements and YLL shall not carry
         on any other business without the agreement in writing of all the
         Shareholders who are the parties to this agreement.

(3)      Subject as otherwise required by law or by the provisions of this
         agreement, proceedings of YHL shall be conducted in such a way as to
         maximise profit available for distribution to its shareholders to the
         extent consistent with good business practice.

                                       5
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(4)      Subject as otherwise required by law or by the provisions of this
         agreement, proceedings of YLL shall be conducted in such a way as to
         maximise profit available for distribution to YHL to the extent
         consistent with good business practice.

(5)      Each of YHL and YLL shall deal with the Shareholders and their
         Affiliates on an arm's length basis and the Shareholders shall
         endeavour to ensure that any existing or potential conflicts of
         interest are brought to the attention of YHL or YLL (as the case may
         be) at the earliest opportunity so that they can be dealt with in
         accordance with the provisions of this agreement and the relevant
         Articles.

4.       NOT USED

5.       MANAGEMENT

(1)      The composition of the YLL Board shall be identical to that of the YHL
         Board together with the same voting rights.

(2)      Other than in relation to matters which legally require the
         participation of the YHL Board, all business relating to the Project
         shall be undertaken by the YLL Board.

(3)      The maximum number of Directors shall be six and the minimum shall be
         two.

(4)      Each Shareholder shall be entitled to appoint one Director for every
         16.67% of the YHL Shares which that Shareholder holds (together with
         its Affiliates). Each Shareholder shall be entitled to remove any
         Director appointed by it and appoint another person as a Director in
         his place. If a Shareholder's holding of YHL Shares falls below the
         minimum percentage required to appoint the number of Directors which
         have been appointed by it, that Shareholder shall reduce its number of
         Directors accordingly, provided that if such reduction is not
         performed, the Shareholders shall procure that such removal takes place
         as soon as practicable and in any event prior to or at the beginning of
         the next meeting of the relevant Board.

(5)      The managing director of YHL and YLL from time to time shall be
         appointed by the relevant Board and shall be a Director of the relevant
         Company, but shall not be entitled to vote at Board meetings. The
         managing director shall only be removed or replaced with the unanimous
         consent of the Shareholders.

(6)      [Not used]

(7)      Unless otherwise agreed by all of the Directors, meetings of the YLL
         Board shall be held at intervals of not more than one month and not
         less than seven days' written notice shall be given to each of the
         Directors (and any alternate directors) of all meetings of the Board at
         the address notified from time to time by each Director to the
         secretary of the relevant Company. Each such notice shall contain,
         inter alia, an agenda specifying in reasonable detail the matters to be
         discussed at the relevant meeting and any relevant papers for
         discussion at such meeting.

                                       6
<PAGE>

(8)      Subject to clauses 6(6) and 13(2), the quorum for any meeting of the
         Board shall be one appointee from each of the Shareholders entitled to
         appoint a Director under subclause (4). If any meeting is adjourned for
         want of a quorum, not less than seven days' (or such other period as
         shall be agreed by all the Directors) written notice of the adjourned
         meeting shall be given to all the Directors and at the adjourned
         meeting the quorum shall be one appointee from each of two
         Shareholders.

(9)      All or any of the Directors may attend a meeting of the Board by means
         of a conference telephone or other communication equipment provided
         that all persons participating in the meeting are able to hear and
         address each other. Any Director attending a Board Meeting in this way
         shall be deemed to be present in person at the meeting and shall be
         entitled to vote and be counted in a quorum accordingly.

(10)     The current chairman of the Board and of general meetings has been
         nominated by BB; thereafter the appointment of the chairman shall
         rotate between the shareholders on every second anniversary of the
         Completion Date.

(11)     The chairman shall not be entitled to a second or casting vote either
         in general meeting or at any meeting of directors of the relevant
         Company.

(12)     Fees shall be paid by YHL and YLL to the Directors in the amounts
         agreed by the relevant Board.

(13)     Any non-executive Director appointed to the Board shall not be entitled
         to vote on a resolution of Directors.

(14)     Other regulations relating to the quorum and proceedings of directors
         are contained in the Articles.

6.       RESERVED MATTERS

(1)      Each Director or, if a Shareholder has appointed more than one director
         in accordance with clause 5(4), the Director specified from time to
         time by that Shareholder by written notice to the Board as being
         entitled to vote, shall at any meeting of the Board be entitled to cast
         the number of votes equal to the number of YHL Ordinary Shares
         registered in the name of the Shareholder (or any of its Affiliates)
         who appointed that Director (or, as the case may be, those Directors).

(2)      [Not used].

(3)      All matters of the Board (other than those referred to in subclause
         (5)) shall be decided by majority vote on the basis of the number of
         votes to which each Director is entitled under subclause (1) above.

(4)      The Shareholders agree as between themselves that they shall use all
         reasonable endeavours to procure that, save as specifically contained
         in the Project Budget, the Board of each of YHL and YLL shall not do
         any of the things in Part 2 of Schedule 2 (Reserved Matters) without
         the prior approval (either in writing or at the relevant Board

                                       7
<PAGE>

         meeting) of all of those Directors appointed by any Shareholder which
         (together with their Affiliates) hold not less than 49% in nominal
         value of the YHL Shares for the time being entitled to attend and vote
         at general meetings.

(5)      The Shareholders agree, as between themselves, that they shall procure
         that, save as specifically contained in the Project Budget, neither YHL
         nor YLL shall do any of the things in Part 1 of Schedule 2 (Reserved
         Matters) without the prior approval (either in writing or at the
         relevant general meeting) of Shareholders which (together with their
         Affiliates) hold not less than 90 per cent. in nominal value of the YHL
         Shares for the time being entitled to attend and vote at general
         meetings.

(6)      Notwithstanding anything to the contrary in the relevant Articles:

         (a)      no Shareholder or Director appointed or nominated by that
                  Shareholder shall be entitled or required to vote on any
                  decision of the relevant Company or the Board relating to the
                  enforcement of rights, disputes, legal proceedings or
                  amendments to any of the YHL Agreements or the YLL Agreements
                  to which it or its Affiliate is a party ("SHAREHOLDER
                  LITIGATION"), provided that where the counterparty or
                  counterparties is an Affiliate of both BB and MYL, each of BB
                  and MYL (as shareholders) and the Directors appointed by them
                  shall be entitled to vote in respect of any such matters; and

         (b)      any meeting of YHL, YLL or the Board of either of them which
                  would be quorate but for the absence of such Shareholder or
                  Director shall be deemed quorate to the extent that the
                  business of such meeting is to discuss, consider or resolve
                  any matter relating to such Shareholder Litigation and any
                  resolution or vote taken at such a meeting which would be
                  valid and carried but for the absence of the vote of such
                  Shareholder or Director shall be deemed to be valid and
                  carried.

         For the avoidance of doubt, neither MYL, BB nor any Director appointed
         by them shall be restricted from voting on any decision relating to the
         enforcement of rights under the Construction Contract and the Technical
         Services Agreement.

7.       PERSONNEL

(1)      YLL may, in addition to employing personnel, obtain secondees from the
         Shareholders or their Affiliates and has entered into the Secondment
         Agreement in relation to such personnel. Such secondees shall be
         subject to the direction and control of YLL during any such period of
         secondment.

(2)      The parties recognise that the Directors of YLL and its employees and
         secondees owe a primary duty to act in the best interests of YLL which
         shall take priority over their duties to the Shareholders or their
         Affiliates to the extent that there is any conflict during any such
         period of appointment, employment or secondment.

                                       8
<PAGE>

8.       CONTINUING OBLIGATIONS

         The Shareholders shall procure that for so long as they are
         shareholders in YHL and, for so long as YHL is the sole shareholder in
         YLL, the following obligations are complied with:

         (a)      (i)      YHL, its officers and the Shareholders shall observe
                           all the provisions of the YHL Memorandum and the YHL
                           Articles (as amended or replaced from time to time).

                  (ii)     YLL, its officers and YHL shall observe all the
                           provisions of the YLL Memorandum and the YLL Articles
                           (as amended or replaced from time to time).

         (b)      Each Shareholder and YHL shall use all reasonable endeavours
                  to procure that YLL complies with the Project Budget and any
                  operating budget set by YHL. If YHL or YLL becomes aware of
                  any material variation during any Financial Year in the
                  Project Budget it shall immediately notify each of the
                  Shareholders.

         (c)      YHL shall provide each Shareholder, being a holder of 16.67
                  per cent. or more of the YHL Shares, with:

                  (i)      monthly accounts and progress reports within three
                           weeks of the end of each month or as otherwise agreed
                           by the Shareholders;

                  (ii)     audited accounts of YHL and YLL and audited
                           consolidated accounts of YHL and YLL within six
                           months of the end of each Financial Year and shall
                           lay them before a general meeting of the relevant
                           Company within such period; and

                  (iii)    such further information as each Shareholder may from
                           time to time reasonably require as to all matters
                           relating to the businesses or affairs of YHL and YLL
                           or to the financial position of YHL and YLL.

         (d)      YHL and YLL shall keep proper accounting records and in them
                  make true and complete entries of all of its dealings and
                  transactions in relation to its business and procure that its
                  accounting records shall at all reasonable times during normal
                  business hours be available for inspection by each of the
                  Shareholders or the respective Shareholders' duly authorised
                  representatives or agents.

         (e)      YHL and YLL shall provide each of the Shareholders with such
                  certificates (including certificates of auditors) of
                  borrowings, Post-tax Profits and such other matters as each of
                  the Shareholders may reasonably require in the form and
                  furnished at such time as each of the Shareholders shall
                  reasonably require.

                                       9
<PAGE>

9.       DIVIDEND POLICY

         Subject always to the terms of the Intercreditor Agreement and the
         Funding Agreements:

         (1)      YHL shall procure that YLL shall, to the extent permitted by
                  law and subject to making prudent reserves, distribute by way
                  of dividend in respect of each Financial Year 100 per cent. of
                  the Post-tax Profits of YLL for that Financial Year;

         (2)      the Shareholders shall procure that YHL shall, to the extent
                  permitted by law, distribute by way of dividend in respect of
                  each Financial Year 100 per cent. of the Post-tax Profits of
                  YHL for that Financial Year;

         (3)      to the extent that YHL is restricted from paying a dividend
                  under paragraph (2) above, but YLL or any other subsidiary has
                  available distributable reserves, YHL shall take all
                  reasonable steps to maximise profits available for
                  distribution by YHL including, without limitation, procuring
                  the payment of such dividends by YLL or any subsidiary to
                  enable YHL to pay the dividend referred to in paragraph (2)
                  above;

         (4)      YHL, YLL and any of their subsidiaries may declare interim
                  dividends; and

         (5)      the relevant Company shall, to the extent permitted by law,
                  pay any such dividends within 30 days after the date of the
                  holding of the annual general meeting before which the audited
                  accounts of the relevant Company for the Financial Year are
                  laid.

10.      RESTRICTIVE COVENANTS

(1)      Each Shareholder, being a holder of five per cent. or more of the YHL
         Shares, undertakes with the other Shareholders, that, for so long as
         it, or any Affiliate of it, remains a member of YHL and for two years
         after the date on which it or any Affiliate ceases to be a member (the
         "TERMINATION DATE"), without the prior consent of the other
         Shareholder(s) (such consent not to be unreasonably withheld) it will
         not and will procure that any such Affiliate will not (either
         personally or through an agent):

         (a)      be concerned in any business which is competitive or
                  calculated or likely to be competitive with YHL, YLL or any
                  other subsidiary in their pursuit or performance of the
                  Project; or

         (b)      induce or attempt to induce any supplier of any of YHL, YLL or
                  any other subsidiary to cease to supply, or to restrict or
                  vary the terms of supply to them; or

         (c)      induce, or attempt to induce, any officer or employee of any
                  of YHL, YLL or any other subsidiary to leave his employment
                  with them; or

         (d)      use or (insofar as it can reasonably do so) allow to be used
                  (except by YHL, YLL or any of their subsidiaries) any trade
                  name used by YHL, YLL or any of their

                                       10
<PAGE>

                  subsidiaries at the Termination Date or any other name
                  calculated or likely to be confused with such a trade name.

(2)      For the purposes of subclause (1):

         (a)      a Shareholder or its Affiliate is concerned in a business if
                  it carries it on as principal or agent or if:

                  (i)      it is a partner, director, employee, secondee,
                           consultant or agent in, of or to any person who
                           carries on the business; or

                  (ii)     it has any direct or indirect financial interest (as
                           shareholder or otherwise) in any person who carries
                           on the business, disregarding any financial interest
                           of a person in securities which are listed on The
                           London Stock Exchange or traded on the Alternative
                           Investment Market if that person, the Shareholder or
                           its Affiliate and any person connected with it are
                           interested in securities which amount to less than
                           ten per cent. of the issued securities of that class
                           and which, in all circumstances, carry less than ten
                           per cent. of the voting rights (if any) attaching to
                           the issued securities of that class; and

         (b)      references to any of YHL, YLL and their subsidiaries include
                  their respective successors in business.

(3)      Each covenant contained in each paragraph or subclause above shall be,
         and is, a separate covenant by each relevant Shareholder, and shall be
         enforceable by the other Shareholder(s) separately and independently of
         each of the other covenants and its validity shall not be affected if
         any of the others is invalid; if any of the covenants is void but would
         be valid if some part of the covenant were deleted the covenant in
         question shall apply with such modification as may be necessary to make
         it valid.

(4)      Each Shareholder, having obtained professional advice, acknowledges and
         agrees that the covenants contained in this clause are no more
         extensive than is reasonable to protect the other(s) as a subscriber of
         shares in YHL.

(5)      If any provision of this agreement or of any other agreement or
         arrangement of which it forms part is subject to registration under the
         Restrictive Trade Practices Act 1976, that provision shall not take
         effect until the day after particulars of the agreement or arrangement
         have been given to the Director General of Fair Trading under section
         24 of that Act.

10A.     MEANING OF TERMS IN CLAUSES 11, 11A AND 12

         In Clauses 11, 11A and 12, the following terms have the following
         meanings unless the context otherwise requires:

                                       11
<PAGE>

         "APPROVALS" means:

         (a)      any necessary approvals required by any competent
                  supranational, governmental or regulatory agencies or
                  authorities;

         (b)      any necessary approval of the shareholders of a Shareholder or
                  Affiliate in general meeting; and

         (c)      the prior approval of the Secretary of State for Transport if
                  required by the terms of the DBFO Contract.

         "COMPETING PROPORTION" means the proportion derived from dividing the
         number of YHL Shares, the number of YLL Loan Stock or the principal
         amount of the Commercial Subordinated Loan Agreement held by a
         Shareholder by the sum of the number of YHL Shares, the number of YLL
         Loan Stock and the principal outstandings of the Commercial
         Subordinated Loan Agreement (as the case may be) held by the Continuing
         Shareholders or Losing Shareholders to whom an allotment is made
         pursuant to Clause 11A(4).

         "OTHER SHARES" means the YHL Shares held by Shareholders other than the
         Shareholder proposing to Transfer any interest in any YHL Share or any
         right attaching to them.

         "OWNERSHIP PROPORTION" means the proportion derived from dividing the
         number of YHL Shares, the number of YLL Loan Stock or the principal
         amount of the Commercial Subordinated Loan Agreement held by a
         Shareholder by the total number of YHL Shares then on issue, the total
         number of YLL Loan Stock then on issue and the total principal
         outstandings of the Commercial Subordinated Loan Agreement (as the case
         may be).

         "RELEVANT PROPORTION" means the proportion derived from dividing the
         number of YHL Shares, the number of YLL Loan Stock or the principal
         amount of the Commercial Subordinated Loan Agreement the subject of a
         Transfer Notice by the total number of YHL Shares then on issue, the
         total number of YLL Loan Stock then on issue and the total principal
         outstandings of the Commercial Subordinated Loan Agreement (as the case
         may be).

         "TRANSFER" means any sale, transfer, assignment, pledge, charge or
         other disposal.

11.      TRANSFER OF SHARES

         Subject always to the terms of the Intercreditor Agreement, the Funding
         Agreements and the DBFO Contract:

         (1)      No Shareholder may Transfer any interest in any YHL Share or
                  any right attaching to it except:

                  (a)      with the prior written consent of all other
                           Shareholders which (together with their Affiliates)
                           hold not less than 90% of the Other Shares; or

                  (b)      pursuant to a Transfer to an Affiliate in accordance
                           with subclause (5); or

                                       12
<PAGE>

                  (c)      pursuant to a Transfer under subclause (2).

                  Where a Shareholder is entitled to Transfer any interest in
                  any YHL Share in accordance with Clause 11(1), such Transfer
                  may be in respect of all or any part of the YHL Shares held by
                  that Shareholder.

         (2)      Other than in accordance with subclause (1)(a) and (b), no
                  Shareholder may Transfer its YHL Shares:

                  (a)      [Not used]

                  (b)      without the prior approval of the Secretary of State
                           for Transport and subject to the terms of the DBFO
                           Contract;

                  (c)      without first offering the right to acquire the
                           shares to each other Shareholder or the right to sell
                           shares to a bona fide arms length third party in each
                           case in accordance with Clause 11A of this Agreement.

         (2A)     If a Continuing Shareholder is entitled to, and does, give
                  notice that it wishes that this Clause 11(2A) apply ("VENDOR
                  SHAREHOLDER"), the following shall occur:

                  (a)      the Vendor Shareholder shall have the right to sell
                           to the Proposing Transferee an amount of YHL Shares,
                           YLL Loan Stock and a principal amount of the
                           Commercial Subordinated Loan Agreement equal to its
                           Ownership Proportion of the Offered Interests
                           ("VENDOR INTERESTS") and the Proposing Transferor
                           shall only have the right to Transfer to the
                           Proposing Transferee YHL Shares, YLL Loan Stock and a
                           principal amount of the Commercial Subordinated Loan
                           Agreement comprising the Offered Interests other than
                           the Vendor Interests;

                  (b)      The sale referred to in clause 11(2A)(a) shall be at
                           the same price per share and on the same terms
                           offered by the third party;

                  (c)      A party making an election to exercise rights under
                           this clause 11.2A shall have no right to make an
                           offer to acquire any Offered Interests under clause
                           11A (except as permitted by Clause 11A(8));

                  (d)      Any notification of the right to sell must be made
                           within 10 Business Days of receiving the notice
                           referred to in clause 11A(2);

                  (e)      For the avoidance of doubt, the YHL Shares, YLL Loan
                           Stock and the principal amount of the Commercial
                           Subordinated Loan Agreement that shall be Transferred
                           to those Continuing Shareholders that exercise their
                           right to acquire Offered Interests under Clause 11A,
                           shall be that initially offered for Transfer by the
                           Proposing Transferor.

         (3)      The Shareholders agree, as between themselves, that no
                  Shareholder shall attempt to Transfer or agree to Transfer any
                  of its YHL Shares (or any interest therein),

                                       13
<PAGE>

                  any YLL Loan Stock (or any interest therein) or any interest
                  in the Commercial Subordinated Loan Agreement except in
                  accordance with the provisions of the YHL Articles and this
                  agreement but, subject to compliance with all of such terms, a
                  Proposing Transferor may transfer its YHL Shares without
                  limitation, except that it shall be a condition of any
                  transfer that:

                  (i)      the transferee undertakes in a form satisfactory to
                           the other Shareholders to be bound by the obligations
                           under this agreement by which the transferor is
                           bound; and

                  (ii)     the transferee and the other Shareholders agree what
                           procedures should be followed in the event that,
                           following the date of such transfer, the Board or a
                           general meeting of Shareholders become deadlocked.

         (4)      If a Shareholder at any time attempts to Transfer any YHL
                  Share, any YLL Loan Stock or any interest in the Commercial
                  Subordinated Loan Agreement otherwise than in accordance with
                  this Agreement, that Shareholder shall be deemed immediately
                  before the attempt to have served YHL and the Continuing
                  Shareholders with a Transfer Notice in respect of the YHL
                  Shares. YHL shall notify the Continuing Shareholders promptly
                  after receiving actual notice of such of the attempt. The
                  Specified Terms shall incorporate the Fair Price ascertained
                  in accordance with Clause 11(7) as at the date on which YHL
                  receives actual notice of such attempt by reference to the
                  information available at that time. YHL shall give notice to
                  the Continuing Shareholders as soon as the Fair Price is
                  ascertained. The Transfer Notice shall be deemed to be
                  received by the Continuing Shareholders on receipt of the
                  notice of the Fair Price and the provisions of Clause 11A
                  shall apply.

         (4A)     Each Shareholder agrees that it will not without the prior
                  written consent of the other Shareholders, transfer, permit
                  the issue of or otherwise dispose of or agree to transfer,
                  sell or otherwise dispose of any beneficial interest in or
                  enter into any arrangements relating to any YHL Shares or any
                  interest therein, if as a result of such transfer, sale or
                  other disposal or arrangements, YHL would cease to be a
                  company owned by a consortium as defined in sections 247(9)(c)
                  and 413(6) of the Income and Corporation Taxes Act 1988 (the
                  "Act"). The Shareholders intend that YHL should be a company
                  "owned by a consortium" and a "consortium company" as so
                  defined.

         (5)      For the purposes of this subclause (5):

                  "TRANSFEROR" means a Shareholder which has transferred or
                  proposes to transfer its YHL Shares to an Affiliate.

                  "TRANSFEREE" means a company holding Shares in consequence of
                  a transfer or a series of transfers between Affiliates.

                  "RELEVANT SHARES" means YHL Shares acquired by a Transferee
                  pursuant to a transfer or series of transfers to Affiliates
                  and any additional YHL Shares issued

                                       14
<PAGE>

                  to that Transferee in exercise of capitalisation or acquired
                  by the Transferee by way of any right or option granted or
                  arising by virtue of any holding of such shares or the
                  membership of YHL thereby conferred.

                  If, while it holds YHL Shares, a Transferee ceases (or is
                  about to cease) to be an Affiliate of the Transferor from
                  which the Relevant Shares were derived, then the Transferee
                  shall give a Transfer Notice in respect of those shares and,
                  if the Transferee fails to give a Transfer Notice, it shall be
                  deemed immediately following such event to have served YHL
                  with a Transfer Notice in respect of those shares. The parties
                  agree that MYL (for so long as it is wholly owned the MYL
                  Owners) shall not be a Transferee for the purposes of this
                  clause and the provisions of this Clause 11(5) shall not
                  require MYL to issue a Transfer Notice if MYL ceases to be an
                  Affiliate of MIUK.

                  If the MYL Owners receive a bona fide offer to Transfer all or
                  any part of its shares in MYL, from any bona fide arms length
                  third party purchaser, then MEIP shall within 5 Business Days
                  give notice to all other Shareholders including in such
                  notice:

                  (a)      the percentage of shares in MYL which the MYL Owners
                           are proposing to Transfer;

                  (b)      the purchase price; and

                  (c)      the material terms of the offer (including whether
                           any sale is subject to any Approvals), and

                  Clauses 11A(3), 11A(4), 11A(5), 11A(6), 11A(7) and 11A(8)
                  shall apply except that:

                  (d)      references to "Transfer Notice" shall be construed as
                           a reference to the notice containing the items in
                           paragraphs (a), (b) and (c) and references to
                           "Specified Terms" shall be construed as a reference
                           to the terms of such Transfer Notice;

                  (e)      references to YHL Shares shall be construed as a
                           reference to shares in MYL;

                  (f)      references to "YLL Loan Stock" and "interests in the
                           Commercial Subordinated Loan Agreement" shall be
                           disregarded;

                  (g)      references to the "Proposing Transferor" shall be
                           construed as references to the MYL Owners;

                  (h)      references to the "Proposing Transferee" shall be
                           construed as references to the bona fide arms length
                           third party purchaser offering to acquire shares in
                           MYL; and

                                       15
<PAGE>

                  (i)      notices shall be given to MEIP, MEIP shall give
                           notices and MEIP shall make determinations as to the
                           terms of the offers (in each case, in lieu of YHL).

                  For the avoidance of doubt, Clauses 11A(3A) and 11(2A) shall
                  not apply to any Transfer or prospective Transfer of shares in
                  MYL.

         (6)      Except as provided under the Share Pledge Agreement, YHL shall
                  not sell, transfer, assign, pledge, charge or otherwise
                  dispose of any interest in any YLL Share.

         (7)      The auditors of YHL shall be appointed to ascertain the Fair
                  Price at the cost of the Transferee. The Fair Price shall mean
                  the price which the auditors of YHL state in writing to be in
                  their opinion the fair market value of the shares on a sale as
                  between a willing seller and a willing purchaser (taking no
                  account of whether the shares do or do not carry control of
                  YHL). In stating the Fair Price, the auditors shall act as
                  experts and not as arbitrators and their decision shall be
                  final and binding on the parties.

11A      PRE-EMPTIVE RIGHTS

         (1)      A Shareholder who is entitled to Transfer any interest in any
                  YHL Share in accordance with Clause 11(2) shall only be
                  entitled to so in accordance with this Clause 11A.

         (1A)     A Shareholder shall only be entitled to Transfer an interest
                  in a YHL Share if the Proposing Transferor also proposes to
                  Transfer to the Proposing Transferee:

                  (a)      an amount of YLL Loan Stock equal to the Relevant
                           Proportion of the total amount of YLL Loan Stock; and

                  (b)      an interest in the Commercial Subordinated Loan
                           Agreement equal to the Relevant Proportion of the
                           outstanding principal amount of the Commercial
                           Subordinated Loan Agreement (which Transfer shall
                           take place under and in accordance with the terms of
                           the Commercial Subordinated Loan Agreement).

         (2)      Upon receipt of a bona fide offer to Transfer all or any part
                  of a Shareholder's YHL Shares by a Shareholder ("PROPOSING
                  TRANSFEROR") from any bona fide arms length third party
                  purchaser ("PROPOSING TRANSFEREE"), such Shareholder shall
                  within 5 Business Days give notice to YHL copied to all other
                  Shareholders ("CONTINUING SHAREHOLDERS") of such offer
                  including in such notice:

                  (a)      the percentage of the total number of shares in YHL,
                           YLL Loan Stock and the principal amount of the
                           Commercial Subordinated Loan Agreement which the
                           Proposing Transferee is offering to Transfer
                           ("OFFERED INTERESTS");

                                       16
<PAGE>

                  (b)      the purchase price; and

                  (c)      the material terms of the offer (including whether
                           any sale is subject to any Approvals),

                  (such notice hereafter being referred to as the "TRANSFER
                  NOTICE" and the terms of such notice hereafter being referred
                  to as the "SPECIFIED TERMS"). The Transfer Notice shall
                  constitute YHL the agent of the Proposing Transferor.

         (3)      If a Continuing Shareholder wishes to acquire the Offered
                  Interests, it must within 20 Business Days of receipt of the
                  notice referred to in Clause 11A(2) make a written offer to
                  YHL to acquire the Offered Interests, which offer shall comply
                  with the following conditions:

                  (a)      the Continuing Shareholder must offer to purchase all
                           of the YHL shares, the YLL Loan Stock and the
                           interest in the Commercial Subordinated Loan
                           Agreement comprising the Offered Interests;

                  (b)      the offer must be on terms that are no worse than the
                           Specified Terms (which, for the avoidance of doubt
                           shall be determined taking into account whether any
                           additional or more onerous Approvals are required in
                           respect of the Transfer to the Continuing Shareholder
                           that has offered to acquire the Offered Interests, as
                           compared to those required in respect of the Transfer
                           to the Proposing Transferee); and

                  (c)      the price offered by the Continuing Shareholders must
                           be greater than or equal to the price offered by the
                           Proposing Transferee; and

                  (d)      the offer must remain open until allotment of the
                           Offered Interests in accordance with Clause 11A.4(c)
                           (provided such offer shall not be required to remain
                           open for a period longer than 40 Business Days after
                           the expiry of the 20 Business Day period referred to
                           above).

         (3A)     If a Continuing Shareholder does not wish to acquire any of
                  the Offered Interests, and that Continuing Shareholder is a
                  holder of 5 per cent. or more of the YHL Shares, that
                  Continuing Shareholder may give notice to YHL requesting that
                  Clause 11(2A) apply within 10 Business Days of receipt of the
                  notice referred to in Clause 11A(2).

         (4)      On the expiry of the first 20 Business Day period referred to
                  in Clause 11A(3), the following principles shall apply:

                  (a)      If no offer has been received, the Proposing
                           Transferor may proceed with the Transfer to the
                           Proposing Transferee and the Continuing Shareholders
                           shall have no further rights to acquire the Offered
                           Interests;

                  (b)      If only one offer has been received, the Offered
                           Interests shall be allotted to that Continuing
                           Shareholder;

                                       17
<PAGE>

                  (c)      If more than one offer has been received, the
                           following principles shall apply:

                           (i)      YHL shall determine which offer is the best
                                    offer (such determination to take into
                                    account the price and terms offered by the
                                    Continuing Shareholder, but otherwise be
                                    made in the sole and absolute discretion of
                                    YHL) and YHL shall notify the Continuing
                                    Shareholder or Continuing Shareholders who
                                    did not make the best offer ("LOSING
                                    SHAREHOLDERS") of the terms of the offer
                                    which YHL determines to be the best offer
                                    within 15 Business Days of the expiry of the
                                    first 20 Business Day period referred to in
                                    Clause 11A(3); and

                           (ii)     a Losing Shareholder may, within 5 Business
                                    Days of notification of the best offer under
                                    clause 11A.4(c)(i), notify YHL that that
                                    Losing Shareholder intends to match the
                                    terms of the best offer (the determination
                                    of whether an offer made by a Losing
                                    Shareholder matches the best offer shall
                                    take into account the price and terms
                                    offered, but otherwise be made in the sole
                                    and absolute discretion of YHL);

                           (iii)    if:

                                    (A)      the offers made by the Continuing
                                             Shareholders under clause
                                             11A.4(c)(i) are substantially the
                                             same; or

                                    (B)      one or more Losing Shareholders
                                             matches the terms of the best offer
                                             under clause 11A.4(c)(ii),

                                    YHL shall notify the Continuing Shareholders
                                    or the Losing Shareholders referred to in
                                    this paragraph (iii) and such persons shall
                                    have the right to make a better offer within
                                    5 Business Days of being notified by YHL
                                    (the determination of whether an offer made
                                    by a Continuing Shareholder or a Losing
                                    Shareholder matches the best offer shall
                                    take into account the price and terms
                                    offered, but otherwise be made in the sole
                                    and absolute discretion of YHL);

                           (iv)     If one of the offers made by the Continuing
                                    Shareholders or the Losing Shareholders
                                    referred to in paragraph (iii) is better
                                    than any other (the determination of whether
                                    an offer made by a Continuing Shareholder or
                                    a Losing Shareholder matches the best offer
                                    shall take into account the price and terms
                                    offered, but otherwise be made in the sole
                                    and absolute discretion of YHL), YHL shall
                                    notify the Continuing Shareholders or the
                                    Losing Shareholders of the terms of that
                                    better offer and the Continuing Shareholders
                                    or the Losing Shareholders shall have a
                                    further right to match the

                                       18
<PAGE>

                                    terms of that better offer within 5 Business
                                    Days of being notified by YHL and
                                    sub-paragraph (iii) shall apply again;

                           (v)      If in any round of offers, the best offer
                                    made in the preceding round is not matched
                                    or is matched and not bettered and the
                                    Continuing Shareholder or Losing Shareholder
                                    who made the best offer in the preceding
                                    round does not wish to make a further offer,
                                    (the determination of whether an offer made
                                    by a Continuing Shareholder or a Losing
                                    Shareholder matches the best offer shall
                                    take into account the price and terms
                                    offered, but otherwise be made in the sole
                                    and absolute discretion of YHL), the Offered
                                    Interests shall be allotted to the
                                    Continuing Shareholder or Continuing
                                    Shareholders or Losing Shareholder or Losing
                                    Shareholders who have made or matched the
                                    best offer in their Competing Proportions,

                  (any Offered Interests allotted pursuant to this Clause 11A(4)
                  shall be referred to as "ALLOTTED INTERESTS").

         (5)      On any allocation under Clause 11A(4) being made, YHL shall
                  notify the Proposing Transferor and the Continuing Shareholder
                  to whom any Allotted Interests have been allotted
                  ("ALLOTTEE").

         (6)      If no Approvals are required in respect of the Transfer of the
                  Allotted Interests, the Allottee shall be bound to pay the
                  purchase price for, and accept a transfer of the Allotted
                  Interests within 10 Business Days of the date of the
                  allotment. Upon receipt of the purchase price, the Proposing
                  Transferee shall be bound to complete the sale of the Allotted
                  Interests to each Allottee.

         (7)      If any Approvals are required in respect of the Transfer of
                  the Allotted Interests, the Allottee shall be bound to pay the
                  purchase price for, and accept a transfer of the Allotted
                  Interests within such time as is reasonable having regard to
                  the nature of the Approval required (which time period shall
                  not exceed a period of 180 days from the date of the
                  allotment).

         (8)      If, at the expiry of the period referred to in Clause 11A(6)
                  or Clause 11A(7) (as the case may be), any Transfer of the
                  Allotted Interests has not taken place ("UNTRANSFERRED
                  INTERESTS"), YHL shall notify all the Continuing Shareholders
                  (if any) other than the Allottee (including any Continuing
                  Shareholder that was prohibited from making an offer to
                  acquire Offered Interests under clause 11(2A)(c)). Such
                  Continuing Shareholders (including any Continuing Shareholders
                  that were prohibited from making an offer to acquire Offered
                  Interests under clause 11(2A)(c)) shall have the right to
                  acquire all (and with the agreement of the Proposing
                  Transferor, any part) of the Untransferred Interests at any
                  price being not less than the price specified in the Specified
                  Terms, provided that the sale and purchase is completed within
                  40 Business Days of receipt of notification under this clause
                  11A(8).

                                       19
<PAGE>

         (9)      At the end of the period referred to in clause 11A(8), the
                  Proposing Transferor may within 90 days of the expiry of such
                  period, Transfer and complete the sale and purchase of all or
                  any part of the Untransferred Interests to any person at any
                  price being not less than the price specified in the Specified
                  Terms.

12.      TRANSFER OF YLL LOAN STOCK AND COMMERCIAL SUBORDINATED LOAN AGREEMENT

12.1     Subject always to the terms of the Intercreditor Agreement, the Funding
         Agreements and the DBFO Contract:

         (1)      no Shareholder shall Transfer any interest in any of the YLL
                  Loan Stock or the Commercial Subordinated Loan Agreement,
                  except:

                  (a)      with the prior written consent of all other
                           Shareholders which (together with their Affiliates)
                           hold not less than 90% of that portion of the Other
                           Shares; or

                  (b)      pursuant to a transfer to an Affiliate in accordance
                           with subclause (4); or

                  (c)      pursuant to a transfer under subclause (2).

         (2)      A Shareholder may only Transfer an interest in YLL Loan Stock
                  or the Commercial Subordinated Loan Agreement:

                  (a)      to a person who is not an Affiliate; or

                  (b)      without the prior written consent of all other
                           Shareholders which (together with their Affiliates)
                           hold not less than 90% of that portion of the Other
                           Shares,

                  in accordance with Clause 11A.

         (3)      [Not used]

         (4)      Any Shareholder shall be entitled to Transfer all or any part
                  of the YLL Loan Stock or any interest in the Commercial
                  Subordinated Loan Agreement at any time to any Affiliate
                  provided that if an Affiliate is not resident in the United
                  Kingdom or is outside the scope of United Kingdom corporation
                  tax, such Transfer shall only be to an Affiliate who is a
                  wholly-owned subsidiary of the Shareholder.

         (5)      Each Shareholder undertakes to ensure that any Affiliate which
                  holds any YLL Loan Stock or any interest in the Commercial
                  Subordinated Loan Agreement shall Transfer all of the YLL Loan
                  Stock or any interest in the Commercial Subordinated Loan
                  Agreement which it then holds to an Affiliate who is a
                  wholly-owned subsidiary of the Shareholder and who is resident
                  in the United Kingdom and not outside the scope of United
                  Kingdom corporation tax before it

                                       20
<PAGE>

                  ceases at any time to be a wholly-owned subsidiary of the
                  Shareholder. The parties agree that the provisions of this
                  clause 12.5 shall not require MYL to issue a Transfer Notice
                  in respect of the YLL Loan Stock or any interest in the
                  Commercial Subordinated Loan Agreement if MYL ceased to be an
                  Affiliate of MIUK provided the MYL Owners issue a Transfer
                  Notice in respect of its shares in MYL pursuant to Clause
                  11(5).

         (6)      Any transfer of YLL Loan Stock shall be conditional on the
                  transferee first entering into and becoming bound by the
                  Intercreditor Agreement as if it was an original party
                  thereto.

13.      DEFAULT

(1)      If:

         (a)      any Shareholder makes a serious or persistent default in
                  performing and observing any of its obligations under this
                  agreement and, where such default is capable of remedy, fails
                  to remedy it within 30 days after service of written notice
                  from any other Shareholder of such default; or

         (b)      any Shareholder or the Ultimate Parent Undertaking of any
                  Shareholder (a "DEFAULTING PARTY"):

                  (i)      becomes insolvent or is unable or deemed unable
                           pursuant to Section 123(1)(e) and (2) of the
                           Insolvency Act 1986, to pay its debts or admits in
                           writing that it is unable to pay its debts;

                  (ii)     commences negotiations with any one or more of its
                           creditors with a view to the general readjustment or
                           rescheduling of its indebtedness or makes a general
                           assignment for the benefit of or a composition with
                           its creditors;

                  (iii)    takes any corporate action to appoint or suffers the
                           appointment of a receiver, administrator,
                           administrative receiver, trustee or similar officer
                           of it or all or a material part of its revenues and
                           assets;

                  (iv)     has a winding-up or administration order made in
                           relation to it;

                  (v)      compounds with or negotiates for any composition with
                           its creditors generally or permits any judgment
                           against it to remain unsatisfied for 7 days; or

                  (vi)     is affected in any way in any jurisdiction other than
                           England or Wales by anything equivalent to any of the
                           things referred to in paragraphs (ii) to (v) above,

                  then any Shareholder who is not a Defaulting Party and whose
                  Ultimate Parent Undertaking is not a Defaulting Party, may,
                  subject to any prior written approval of the agent being
                  required under the Commercial Bank Facility Agreement and

                                       21
<PAGE>

                  any prior approval of the Secretary of State required under
                  the DBFO Contract, give notice in writing to the Defaulting
                  Party (or if the Defaulting Party is not a Shareholder, the
                  relevant Shareholder) and YHL whereupon the relevant
                  Shareholder (and each of its Affiliates) shall be deemed to
                  have served a Transfer Notice in respect of all of its YHL
                  Shares in accordance with Clause 11(4).

(2)      If a Shareholder shall be deemed to have served a Transfer Notice under
         subclause (1) and its YHL Shares have not been purchased by the other
         Shareholders:

         (a)      each such Shareholder and any Director nominated by it shall
                  not be entitled or required to vote on any decision of YHL or
                  the YHL Board or any decision of YLL or the YLL Board; and

         (b)      any general meeting or board meeting of YHL or YLL which would
                  be quorate but for the absence of the relevant Shareholder or
                  Director (appointed by it), shall be deemed quorate,

         provided that subclause (2)(a) shall not apply in relation to a default
         under subclause (1)(b).

14.      CONFIDENTIALITY

(1)      Each Shareholder undertakes with the other that it shall use all
         reasonable endeavours to ensure that all information received by it
         relating to the other or any of the other's subsidiaries which is not
         in the public domain shall be treated as confidential and shall not be
         disclosed to any third party except with the consent of the other
         Shareholder or except as may be required by law or by any regulatory
         authority.

(2)      A Shareholder shall not be in breach of the provisions of this
         agreement by virtue of any Director appointed by a Shareholder passing
         to that Shareholder any information he receives as a Director of YHL,
         YLL or any other subsidiary of YHL, but nothing contained in this
         agreement shall require such disclosure where the Director's fiduciary
         duty to YHL, YLL or any such subsidiary, would be breached as a result.

(3)      In the event that a Shareholder ceases to be a party to this agreement,
         such Shareholder shall nevertheless remain bound by subclause (1) for a
         period of two years from ceasing to be such a party.

15.      DURATION

(1)      This agreement shall commence on the date of this agreement and shall
         continue to bind each Shareholder until such time as such Shareholder
         ceases to hold any YHL Shares.

(2)      This agreement, save for clauses 10 (Restrictive Covenants), 14
         (Confidentiality) and 18 (Announcements) shall cease to bind any
         Shareholder which ceases to hold any YHL Shares with effect from the
         date on which the transferee of that Shareholder's Shares assumes all
         of that Shareholder's obligations under this agreement. This clause is
         without prejudice to any rights of the other parties to this agreement
         which shall have

                                       22
<PAGE>

         accrued prior to such date and nothing in this agreement shall affect
         any liabilities and financial obligations owed to YHL by the
         Shareholder which have accrued prior to the disposal of that
         Shareholder's Shares.

16.      DISPUTES

(1)      Any dispute or difference between the parties (a "DISPUTE") may be
         referred by any party to a meeting of affected parties (the "AFFECTED
         PARTIES") convened by that party upon not less than 10 days notice to
         the Affected Parties such meeting to be held in the absence of
         agreement to the contrary at the registered office for the time being
         of YHL (an "AFFECTED PARTIES' MEETING").

(2)      An Affected Party who receives notice of an Affected Parties' Meeting
         shall use all reasonable endeavours to make a director of its Ultimate
         Parent Undertaking available to attend the meeting but in any event
         shall send the most senior officer in its Group who is available to
         attend the meeting.

(3)      The Affected Parties shall endeavour to settle the Dispute but in the
         absence of agreement at the Affected Parties' Meeting or within the
         following 14 days the remaining provisions of this clause shall apply.

(4)      If the Dispute has not been settled in the manner described above then
         upon the application of an Affected Party the Dispute shall be
         submitted to a court of law for resolution.

17.      TAX AND THE SURRENDER OF LOSSES

(1)      For the purposes of this clause 17, the following expressions shall
         have the following meanings:

         "ACCOUNTING PERIOD" shall have the same meaning as in Section 12 of the
         Act;

         "ACT" means the Income and Corporation Taxes Act 1988;

         "RELIEFS" means any trading losses, charges on income, management
         expenses and other amounts available for relief against any Tax
         Liability, where such amounts arise to YHL or YLL and to the extent
         that those amounts cannot be applied by YHL or YLL, as the case may be,
         in reducing a Tax Liability for the Accounting Period in which such
         amounts arise;

         "TAX" includes all present and future income and other taxes, levies,
         assessments, imposts, deductions, charges, duties and withholdings
         whatsoever and any charges in the nature thereof together with interest
         thereon and penalties and fines with respect thereto, if any, and any
         payments made on or in respect thereof and "TAXES" and "TAXATION" shall
         be construed accordingly; and

         "TAX LIABILITY" means any liability of YHL or YLL, as the case may be,
         in respect of Taxation.

                                       23
<PAGE>

(2)      Unless the Shareholders and the Agent under the Commercial Bank
         Facility Agreement otherwise expressly agree in writing and subject to
         the rights of each Shareholder under subclauses (3) to (9), the
         Shareholders shall procure that Reliefs will:

         (a)      to the greatest extent possible, be applied so as to reduce or
                  extinguish any Tax Liability of YHL or YLL, as the case may
                  be, for Accounting Periods which precede that in which the
                  relevant Reliefs arise; and

         (b)      to the extent that any such Reliefs cannot be applied in
                  accordance with (a), be carried forward by YHL or YLL, as the
                  case may be, so as to reduce or extinguish any Tax Liability
                  of YHL or YLL, as the case may be, for subsequent Accounting
                  Periods.

(3)      Notwithstanding subclause (2), if at any time after the date hereof YHL
         or YLL shall have available to it Reliefs, then to the extent permitted
         by subclause (6) below, by law and by the published practice of the tax
         authorities, each Shareholder or a member of that Shareholder's Group
         ("A CLAIMANT") shall be entitled to make a claim for the surrender by
         YHL or, as the case may be, YLL of some or all of those Reliefs by way
         of group relief in accordance with Chapter IV of Part X of the Act and
         shall be entitled to do all such acts and things and execute all such
         documents and deeds as are necessary to ensure that all such claims and
         surrenders are valid and effective.

(4)      Notwithstanding subclause (2), where subclause (3) applies, YHL or, as
         the case may be, YLL shall surrender group relief in accordance with
         Chapter IV of Part X of the Act and in accordance with subclause (3) in
         a timely manner and to the extent permitted by law, at the request in
         writing of a Claimant who makes a valid claim under subclause (3). The
         Shareholders shall procure that all such surrenders are in a form and
         manner sufficient to facilitate the relevant claim under subclause (3)
         and that YHL or, as the case may be, YLL executes all such documents
         and deeds and gives such consents in a timely manner so as to ensure
         that all such claims and surrenders of group relief are effective.

(5)      At the request in writing of a Claimant which makes a valid claim under
         subclause (3), each other Shareholder shall execute all such documents
         and deeds and give such consents in a timely manner so as to ensure
         that any such claim, and the corresponding surrender, is valid and
         effective.

(6)      Where, in any of its Accounting Periods ("THE CLAIM PERIOD"), a
         Claimant is or was chargeable to Tax in respect of any amount accrued
         but unpaid in respect of the YLL Loan Stock ("THE ACCRUAL"), then that
         Claimant shall, under subclause (3), be entitled to make one or more
         claims for the surrender by YHL or, as the case may be, YLL of Reliefs
         equal to the Accrual in respect of which that Claimant was chargeable
         for one or more Claim Periods ending on or prior to the date of the
         claim; provided that the aggregate amount of Reliefs which may be
         claimed by virtue of this subclause (6) shall not exceed the lesser of
         (a) the Accrual relating to the period from Completion until 30th June,
         2000 and (b) (pound)3,000,000. Unless otherwise agreed in writing by
         the Shareholders, the aggregate amount of Reliefs which may be claimed
         by virtue of this subclause (b) by one or more Claimants which are
         members of the same Shareholder's Group shall not

                                       24
<PAGE>

         exceed the lesser of (a) (pound)1,500,000 and (b) the Accrual relating
         to the period from Completion until 30th June, 2000 in respect of YLL
         Loan Stock which is beneficially owned by members of that Shareholder's
         Group throughout the period by reference to which that Accrual is
         ascertained.

(7)      Where a claim for the surrender of group relief is made under subclause
         (3), then an amount (a "GROUP RELIEF PAYMENT") shall be payable in the
         manner hereafter provided to whichever of YHL or YLL makes such a
         surrender. If the claim was made by a Shareholder, then the Group
         Relief Payment shall be made by the Shareholder. If the claim was made
         by a member of a Shareholder's Group, then that Shareholder shall
         procure that the relevant member of its Group enters into an agreement
         with YHL or, as the case may be, YLL regarding the terms of the
         aforesaid claim and providing for that member to make a Group Relief
         Payment. The terms of such agreement shall not be inconsistent with the
         terms of this Agreement. Where a member of a Shareholder's Group enters
         into such an agreement, the Shareholder concerned shall procure that
         that member performs its obligations under that agreement. YLL shall
         credit to the Tax Reserve Account (as defined in the Intercreditor
         Agreement) any amount which it receives in respect of or on account of
         a Group Relief Payment and YLL shall be entitled to any interest
         payable on the Tax Reserve Account which is attributable to such an
         amount.

(8)      The aggregate of the Group Relief Payments referred to in subclause (7)
         shall be calculated in accordance with this subclause (8). The Reliefs
         which are surrendered by YHL or YLL in accordance with subclause (3)
         shall be aggregated. The resulting aggregate ("THE CUMULATIVE RELIEFS")
         shall then be multiplied by the rate of Tax (ignoring any relief
         available under Section 13 of the Act) to which the profits of YHL, or
         as the case may be, YLL are or would be subject in the first Accounting
         Period of YHL or, as the case may be, YLL in which it is chargeable to
         Tax in respect of its profits or in which it would be so chargeable if
         any relief available to it under Section 240 or Chapter IV of Part X of
         the Act were ignored. The sum resulting from such multiplication is the
         aggregate of the Group Relief Payments payable in accordance with
         subclause (7). The portion of the aggregate of the Group Relief
         Payments which is payable by each Claimant in accordance with subclause
         (7) shall correspond to the fraction of the Cumulative Reliefs
         represented by the Reliefs in respect of which that Claimant has made a
         valid claim or claims in accordance with subclause (3). Subject to
         subclauses (9), (10) and (11), the Shareholders shall procure that all
         Group Relief Payments less any amounts paid under subclauses (9), (10)
         and (11), are made to YHL or, as the case may be, YLL in immediately
         available funds no later than the last day ("THE LAST DATE FOR
         PAYMENT") of the first Accounting Period of YHL or, as the case may be,
         YLL in which it is chargeable to tax in respect of its profits or in
         which it would be so chargeable if any relief available to it under
         Section 240 or Chapter IV of Part X of the Act were ignored.

                                       25
<PAGE>

(9)      PAYMENTS ON ACCOUNT

         (a)      In the circumstances and in the manner set out in this
                  subclause (9), a Claimant shall be required to make one or
                  more payments on account of a Group Relief Payment prior to
                  the Last Date for Payment.

         (b)      The aggregate of the Group Relief Payments payable in
                  accordance with subclause (7) may be calculated by YHL and YLL
                  from time to time on a provisional basis. This provisional
                  amount ("THE PROVISIONAL SUM") shall be calculated by
                  multiplying

                  (i)      the aggregate of the Reliefs which, at the date by
                           reference to which the Provisional Sum falls to be
                           determined, have been validly surrendered by YHL or
                           YLL in accordance with subclause (3) and

                  (ii)     the rate of Tax to which YHL or, as the case may be,
                           YLL would be subject for its then current Accounting
                           Period if in that period it had profits chargeable to
                           Tax and if the rate of Tax for that Period were the
                           rate prevailing as at the date on which the
                           Provisional Sum is calculated but ignoring any relief
                           which would otherwise be available under Section 13
                           of the Act.

                  The Provisional Sum shall be allocated among the Claimants as
                  at the date by reference to which it is calculated in
                  accordance with the share of the Reliefs taken into account in
                  (i) above which have been the subject of a valid claim by each
                  Claimant in accordance with subclause (3).

         (c)      YHL and YLL shall calculate the Provisional Sum on and by
                  reference to the date falling two working days prior to each
                  date on which, but for the Intercreditor Agreement, interest
                  would be payable in respect of the YLL Loan Stock. The
                  Provisional Sum as so determined less any amounts already paid
                  under subclause (9), (10) or (11), shall be called amount "A".
                  The Shareholders, YHL and YLL shall at the same time ascertain
                  from the Financial Model (as defined in the DBFO Contract), by
                  reference to the same date, the interest which is forecast to
                  be payable, in accordance with the Intercreditor Agreement, in
                  respect of the YLL Loan Stock on or prior to the Last Date for
                  Payment. Such forecast interest shall be called amount "B". If
                  A is greater than B, then on the next date on which interest
                  is payable in respect of the YLL Loan Stock or would be so
                  payable but for the Intercreditor Agreement, the excess of A
                  over B shall be payable to YHL or, as the case may be, YLL by
                  the Claimants to whom the Provisional Sum has been allocated
                  in the manner described in paragraph (b) above. The amount
                  payable by each Claimant shall bear the same proportion to the
                  excess of A over B as that Claimant's share of the Provisional
                  Sum allocated in accordance with (b) above bears to the entire
                  Provisional Sum, as so determined.

         (d)      If the date on which interest is payable in respect of the YLL
                  Loan Stock is one on which such interest is in fact paid, then
                  an amount equal to the interest which

                                       26
<PAGE>


                  is in fact paid shall be payable on account of Group Relief
                  Payments to YHL or, as the case may be, YLL by the Claimants
                  to whom the Provisional Sum has been allocated in the manner
                  aforesaid. The amount payable by each Claimant in this way
                  shall bear the same proportion to the amount of interest which
                  is in fact paid on that date in respect of the YLL Loan Stock
                  as that Claimant's share of the Provisional Sum allocated in
                  accordance with (b) above bears to the entire Provisional Sum
                  determined in accordance with (b) and (c), by reference to the
                  date falling two working days prior to the relevant date on
                  which interest is in fact paid in respect of the YLL Loan
                  Stock. If YLL has reasonable grounds for considering that a
                  Claimant is unable or unwilling to make such a payment on
                  account of Group Relief Payments, YLL shall be entitled to
                  withhold from any interest otherwise falling to be paid by it
                  in respect of the YLL Loan Stock to YHL or to any member of
                  the Shareholder's Group of which the relevant Claimant is a
                  member, a sum equal to the amount payable on account by that
                  Claimant. The Shareholders and YHL hereby agree that YLL shall
                  be discharged from any obligation to pay any amount which it
                  withholds as aforesaid and that YLL shall be treated as if it
                  had actually paid that amount in respect of the YLL Loan
                  Stock. If YLL is entitled to withhold an amount in accordance
                  with this paragraph (d), then if the amount so withheld would
                  otherwise have been due and payable to YHL, YHL shall also be
                  entitled to withhold a sum in accordance with (e) from any
                  amount otherwise payable by it to any member of the
                  Shareholder's Group to which belongs the Claimant whose
                  unwillingness or inability to make a payment on account
                  entitled YLL to withhold the amount which would otherwise have
                  been due and payable to YHL.

                  (e)      The sum which YHL is entitled to withhold as
                           aforesaid shall not exceed the amount which YLL is
                           entitled to withhold in accordance with paragraph (d)
                           and which would otherwise have been due and payable
                           to YHL.

                  (f)      Each Shareholder shall procure that each member of
                           that particular Shareholder's Group shall respect the
                           provisions of paragraph (d).

(10)              EARLY PAYMENT ARRANGEMENTS

                  This subclause applies where:

                  (a)      a Shareholder or a member of its Group sells any
                           shares of YHL or any YLL Loan Stock or loan stock
                           issued by YHL, other than to YHL or to another member
                           of that same Group; or

                  (b)      YHL sells any YLL Loan Stock other than to a
                           Shareholder or a member of a Shareholder's Group;

                  THEN:

                  (i)      If (a) occurs, YHL and YLL shall determine and
                           allocate the Provisional Sum in accordance with
                           subclause (9) above by reference to the date of such
                           sale. The Shareholder which sells, or a member of
                           whose Group sells, such shares or loan

                                       27
<PAGE>

                  stock shall procure that an amount equal to the proceeds of
                  such sale is promptly applied in paying to YHL or, as the case
                  may be, YLL an amount equal to the lesser of

                  (1)      such proceeds and

                  (2)      the portion of the Provisional Sum, calculated as
                           aforesaid, which is allocated to any Claimant or
                           Claimants consisting of that Shareholder and/or
                           members of its Group.

                  YHL or, as the case may be, YLL shall treat any such payment
                  as a payment on account of the Group Relief Payments payable
                  by such Claimants in accordance with subclause (7) above. The
                  payment on account shall, where necessary, be allocated pro
                  rata between the Claimants concerned by reference to the
                  amounts owed by them under subclause (7) and shall be treated
                  accordingly as having been made by those Claimants.

         (ii)     If (b) occurs, YHL and YLL shall determine and allocate the
                  Provisional Sum in accordance with subclause (9) above by
                  reference to the date of such sale. Each Shareholder shall
                  procure that a sum equal to that portion of the sale proceeds
                  which corresponds to the percentage of the ordinary share
                  capital of YHL owned by it or by members of its Group shall be
                  promptly applied in paying to YHL or, as the case may be, YLL
                  an amount equal to the lesser of

                  (1)      that portion of such sale proceeds and

                  (2)      the portion of the Provisional Sum, calculated as
                           aforesaid, which is allocated to any Claimant or
                           Claimants consisting of that Shareholder and/or
                           members of its Group.

                  YHL or, as the case may be, YLL shall treat any such payment
                  as a payment on account of the Group Relief Payments payable
                  by such Claimants in accordance with subclause (7) above. The
                  payment on account shall, where necessary, be allocated pro
                  rata between the Claimants concerned by reference to the
                  amounts owed by them under subclause (7) and shall be treated
                  accordingly as having been made by those Claimants.

         (iii)    If, when a payment on account is made to YHL or, as the case
                  may be, YLL following the events described in paragraph (a) or
                  (b) above, no prior payment has been made or treated as made
                  under subclause (9) above by any Claimant who is treated in
                  accordance with this subclause (10) as having made such a
                  payment on account, then that payment shall be regarded as a
                  full and final discharge pro tanto of that Claimant's
                  obligation to make a Group Relief Payment under subclause (7)
                  in respect of any Reliefs for which it has made a valid claim
                  under subclause (3) prior to the events described in paragraph
                  (a) or (b) above.

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<PAGE>

(11)     CALAMITOUS EVENT PREPAYMENT

         This subclause applies where, prior to the Last Date for Payment, any
         of the following (a "RELEVANT EVENT") occurs:

         (a)      there is an Event of Default under Clause 25 of the Commercial
                  Banks Facility Agreement which leads to the Agent serving a
                  written notice on the Borrower in accordance with Clause 25.31
                  of that Agreement prior to the Final Repayment Date; or

         (b)      a Step-in Notice is given under the Direct Agreement for the
                  DBFO Contract referred to in Schedule 4 hereof and is accepted
                  by the Secretary of State for Transport; or

         (c)      the DBFO Contract is terminated under Clause 37 or 38 thereof;

         then:

         (i)      The Shareholders shall request the Agent under the Commercial
                  Banks Facility Agreement to provide, at the Shareholders'
                  expense, within 21 working days of the Relevant Event, a
                  written reasoned opinion from a reputable firm of accountants
                  or lawyers with recognised corporate tax expertise, to be
                  selected by the Agent at its sole discretion, that if YHL or,
                  as the case may be, YLL had not surrendered Reliefs in
                  accordance with subclause (3), then notwithstanding the
                  Relevant Event, it was reasonably probable that YHL or YLL, as
                  the case may be, would have been able to utilise those Reliefs
                  or otherwise to turn them to account;

         (ii)     If no such opinion is provided as aforesaid, then any
                  obligation under subclause (7) to make a Group Relief Payment
                  shall, to the extent not already satisfied by one or more
                  payments on account under subclauses (9) and (10), be
                  discharged;

         (iii)    If such an opinion is provided as aforesaid, then any Group
                  Relief Payment otherwise payable under subclause (7) above in
                  accordance with subclause (8) shall be adjusted by
                  substituting for the amount determined under subclause (8) the
                  aggregate found by adding together each amount of Reliefs
                  claimed in accordance with subclause (3) multiplied by the
                  rate of Tax (ignoring any relief available under Section 13 of
                  the Act) to which YHL or, as the case may be, YLL would have
                  been subject in respect of its profits for the Accounting
                  Period in which each such amount of Reliefs was claimed if YHL
                  or, as the case may be, YLL had been chargeable to Tax in
                  respect of its profits for that Accounting Period;

         (iv)     The amount substituted in accordance with paragraph (iii)
                  above shall be reduced by any amount payable to YHL or, as the
                  case may be, YLL in respect of such Reliefs under subclause
                  (9) or (10) above and shall be further reduced so that it
                  equals the amount which, in the reasonable opinion of the
                  Shareholders, would have been the value to YHL or, as the case
                  may be, YLL if the Reliefs had been available to it following
                  the Relevant Event. Any such amount, as so reduced

                                       29
<PAGE>

                  where appropriate, shall be paid by the Shareholders to YHL
                  or, as the case may be, YLL in full and final settlement of
                  any Group Relief Payments otherwise owed hereunder by any
                  Claimant and YHL and YLL shall accept such amounts in full and
                  final discharge of any Group Relief Payments otherwise due.
                  The amount payable hereunder shall be borne by the
                  Shareholders pro rata to the Reliefs claimed under subclause
                  (3) above by each Shareholder and/or a member of its Group.

(12)     If any amount surrendered or purportedly surrendered by YHL or, as the
         case may be, YLL in accordance with subclause (3) is subsequently
         disallowed or otherwise determined to be unavailable for surrender,
         then YHL or, as the case may be, YLL shall, as soon as reasonably
         practicable, notify each Shareholder, on behalf of the relevant
         Claimant or Claimants, of such disallowance or unavailability and any
         obligation to make a Group Relief Payment in accordance with subclause
         (7) shall to the extent of such disallowance or unavailability be
         extinguished. If in such circumstances a Group Relief Payment has been
         made, then YHL or, as the case may be, YLL shall, to the extent
         permitted by the Intercreditor Agreement, repay an amount of such Group
         Relief Payment corresponding to the proportion of the amount
         surrendered or purportedly surrendered which has been disallowed or
         determined to be unavailable. The amount of the Group Relief Payment
         which is repayable hereunder shall be repaid to the Shareholder by
         which or by a member of whose Group the relevant Group Relief Payment
         was made.

(13)     If the tax authorities do not for any reason accept any claim in
         respect of group relief which is permitted under subclause (3), then
         the Shareholders and YHL or, as the case may be, YLL shall take all
         reasonable action with a view to proving or otherwise establishing to
         the satisfaction of the tax authorities that the claim has been validly
         and effectively made in a timely manner. On request by notice in
         writing to it from either Shareholder, YHL or, as the case may be, YLL
         shall as soon as reasonably practicable, provide that Shareholder with
         an estimate of any Reliefs which may be available for surrender. YHL
         and YLL agree not to revoke or disclaim any surrender made pursuant to
         this Clause 17 without the consent in writing of the Shareholder which,
         or a member of whose Group which, made the claim under subclause (3) to
         which such surrender relates.

(14)     This Clause 17 shall be without prejudice to Clause 3(l), (2), (3) and
         (4) hereof. For the avoidance of doubt but subject to Clause 11(4), the
         Shareholders and the Board shall not, in taking decisions regarding the
         management and development of the business of YHL or YLL or any other
         action which could be of benefit to YHL or YLL, be required to have
         regard to whether as a result of such a decision or such action, a
         Claimant would or would not be able to make a claim under subclause
         (3).

(15)     The Shareholders, YHL and YLL shall jointly elect in a timely manner
         that Section 247 of the Act shall, to the extent permitted by law and
         the published practice of the tax authorities, apply to:

         (a)      any dividend paid by YLL to YHL or by YHL to any of the
                  Shareholders; and

                                       30
<PAGE>

         (b)      any payment by YLL to YHL or by YHL to YLL or by YHL to any of
                  the Shareholders, which payment is referred to in Section
                  247(4) of the Act.

         The aforesaid election is referred to hereafter as the "GROUP INCOME
         ELECTION".

         YHL, YLL and the Shareholders shall execute and deliver all such
         documents and deeds in a timely manner as are necessary to ensure that
         the Group Income Election is valid and effective. Unless the
         Shareholders otherwise consent in writing, neither YHL nor YLL shall
         give a notice of the kind specified in Section 247(3) of the Act in
         respect of any dividend paid by it.

(16)     Without prejudice to the generality of Clause 1(2), references to
         Reliefs available under any Section, Chapter or Part of the Act shall
         include any statutory provision which subsequently provide an
         equivalent relief to that provided by the relevant Section, Chapter or
         Part of the Act.

(17)     This Clause 17 is without prejudice to any obligations of YLL under
         Clause 40.3.5 of the DBFO Contract.

18.      ANNOUNCEMENTS

         No announcement concerning this agreement or its subject matter or any
         ancillary matter shall be made by any Shareholder except as required by
         law or any recognised stock exchange or by any other regulatory body
         without the prior written approval of the other (such approval not to
         be unreasonably withheld or delayed).

19.      NOTICES AND RECEIPTS

(1)      Any notice or other document to be served under this agreement may be
         delivered or sent by prepaid first class recorded delivery post or
         facsimile process to the party to be served at its address appearing in
         this agreement or at such other address as it may have notified to the
         other parties in accordance with this clause.

(2)      In proving service of a notice or document it shall be sufficient to
         prove that delivery was made or that the envelope containing the notice
         or document was properly addressed and posted as a prepaid first class
         recorded delivery letter or that the facsimile message was properly
         addressed and despatched as the case may be.

(3)      The receipt of any party's solicitor for any sum or document to be paid
         or delivered to that party will discharge the obligor's obligation to
         pay or deliver it to that party.

20.      COSTS AND VAT

(1)      Each of the Shareholders shall bear its own costs and expenses
         incidental to the negotiation, preparation and completion of this
         agreement. The Shareholders shall procure that YHL shall pay all costs
         and expenses properly and reasonably attributable to it in negotiating,
         preparing and completing this agreement. Subject to the above each of

                                       31
<PAGE>

         the Shareholders shall bear its own costs and expenses incidental to
         the negotiation, preparation and completion of this agreement.

(2)      All figures stated in this agreement are exclusive of value added tax
         (if any).

21.      SEVERABILITY

         The provisions contained in each clause and/or subclause of this
         agreement shall be enforceable independently of each of the others and
         its validity shall not be affected if any of the others is invalid; if
         any of those provisions is void but would be valid if some part of the
         provision were deleted, the provision in question shall apply with such
         modification as may be necessary to make it valid.

22.      WHOLE AGREEMENT

(1)      This agreement and the documents referred to in it contain the whole
         agreement between the Shareholders relating to the transactions
         contemplated by this agreement and supersede all previous agreements
         between the Shareholders relating to these transactions.

(2)      In entering into this agreement (and any document referred to herein),
         no Shareholder may rely on any representation, warranty, collateral
         contract or other assurance (except those expressly set out in this
         agreement or any document referred to in it (made by or on behalf of
         any other party before the signature of this agreement)) and each
         Shareholder waives all rights and remedies which, but for this
         subclause, might otherwise be available to it in respect of any such
         representation, warranty, collateral contract or other assurance;
         provided that nothing in this subclause shall limit or exclude any
         liability for fraud.

(3)      Each obligation, representation and warranty on the part of each of the
         Shareholders under this agreement (excluding any obligation fully
         performed at the Completion Date) shall continue in force after the
         Completion Date.

23.      GENERAL

(1)      In the event that there is any inconsistency between this agreement and
         the Articles, this agreement shall prevail as between the Shareholders
         in respect of their rights in relation to YHL.

(2)      The Shareholders agree, as between themselves, that they shall procure
         the convening of all meetings and the giving of all waivers and
         consents and the passing of all resolutions and shall otherwise
         exercise all powers and rights available to them in order to give
         effect to the provisions of this agreement.

(3)      YHL and YLL are excluded from any obligations contained in this
         agreement to the extent that such obligations would constitute an
         unlawful fetter on their statutory powers.

                                       32
<PAGE>

(4)      None of the rights or obligations under this agreement may be assigned
         or transferred without the written consent of the other parties (such
         consent not to be unreasonably withheld), provided that if a
         Shareholder proposes to transfer its rights or obligations to an
         Affiliate, it shall enter into a guarantee (or procure that its
         Ultimate Parent Undertaking enters into a guarantee) substantially in
         the form of the Guarantee.

(5)      This agreement may be executed in any number of counterparts, all of
         which, taken together, shall constitute one and the same agreement, and
         any party may enter into this agreement by executing a counterpart.

24.      NOT USED

25.      COUNTER INDEMNITY

         Subject to the Intercreditor Agreement, YLL agrees to keep each LC
         Provider indemnified against all actions, proceedings, liabilities,
         claims, demands, damages, costs and expenses in relation to or arising
         out of or in connection with the BF Letter of Credit procured by that
         LC Provider and to pay to that LC Provider on demand all payments,
         losses, costs, charges, damages and expenses suffered or incurred by
         that LC Provider in consequence of the BF Letter of Credit or arising
         directly or indirectly therefrom.

26.      GOVERNING LAW

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

AS WITNESS the hands of the parties (or their duly authorised representatives)
on the date which first appears on page 1.

                                       33
<PAGE>

                                   SCHEDULE 1

                             DETAILS OF YHL AND YLL

                                  PART 1 (YHL)

SHARE CAPITAL:

<TABLE>
<CAPTION>
CLASS                            AUTHORISED           ISSUED
<S>                             <C>                 <C>
Ordinary Shares                 (pound) 10,000,000  (pound) 3,000,000
</TABLE>

SHAREHOLDERS:

<TABLE>
<CAPTION>
                                NUMBER OF            CLASS OF
NAME                             SHARES             SHARES HELD
<S>                             <C>                 <C>
Macquarie Yorkshire Limited     1,500,000            Ordinary
Balfour Beatty plc              1,500,000            Ordinary
</TABLE>

DIRECTORS:                      Ian Rylatt
                                John Fox
                                Colin Chanter
                                Sean MacDonald
                                Peter Dyer

SECRETARY:                      Annabelle Helps

REGISTERED OFFICE:              Level 29 and 30, CityPoint
                                1 Ropemaker Street
                                London EC2Y 9HD

COMPANY NUMBER:                 3059235

DATE OF INCORPORATION:          22nd May, 1995

                                       34
<PAGE>

                                  PART 2 (YLL)

SHARE CAPITAL:
<TABLE>
<CAPTION>
CLASS                            AUTHORISED           ISSUED
<S>                             <C>                 <C>
Ordinary Shares                 (pound) 10,000,000  (pound) 3,000,000
</TABLE>

SHAREHOLDERS:

<TABLE>
<CAPTION>
                                NUMBER OF            CLASS OF
NAME                             SHARES             SHARES HELD
<S>                             <C>                 <C>

Yorkshire Link (Holdings)       3,000,000            Ordinary
Limited
</TABLE>

DIRECTORS:                    Ian Rylatt
                              John Fox
                              Colin Chanter
                              Sean MacDonald
                              Peter Dyer

SECRETARY:                    Annabelle Helps

REGISTERED OFFICE:            Level 29 and 30, CityPoint
                              1 Ropemaker Street
                              London EC2Y 9HD

COMPANY NUMBER:               2999303

DATE OF INCORPORATION:        7th December, 1994

                                       35
<PAGE>

                                   SCHEDULE 2

                                RESERVED MATTERS

                                     PART 1

         THOSE MATTERS IN RELATION TO YHL AND YLL REQUIRING APPROVAL OF
         SHAREHOLDERS HOLDING NOT LESS THAN 90 PER CENT. IN NOMINAL VALUE OF THE
         YHL SHARES FOR THE TIME BEING ENTITLED TO ATTEND AND VOTE AT GENERAL
         MEETINGS

(i)      any amendment or addition to this agreement

(ii)     depart from the ordinary course of trading in any way

(iii)    alter the provisions in the Memorandum or Articles

(iv)     pass any resolution for winding up

(v)      tender for or undertake any new project

(vi)     [not used]

(vii)    make any acquisitions or disposals of any companies or businesses.

                                     PART 2

         THOSE MATTERS IN RELATION TO YHL AND YLL REQUIRING THE APPROVAL OF ALL
         OF THOSE DIRECTORS APPOINTED BY ANY SHAREHOLDER HOLDING NOT LESS THAN
         49% IN NOMINAL VALUE OF THE YHL SHARES FOR THE TIME BEING ENTITLED TO
         ATTEND AND VOTE AT GENERAL MEETINGS

GENERAL

(i)      declare, make or pay any dividends (interim or final)

(ii)     give any guarantee or indemnity

(iii)    create, issue, purchase or redeem or reorganise any share or loan
         capital

(iv)     apply for the appointment of a receiver or an administrator

(v)      begin or settle any legal or arbitration proceedings other than routine
         debt collection

ACCOUNTS AND GENERAL

(i)      incur expenditure exceeding (pound)10,000 on its capital account

(ii)     borrow any money

                                       36
<PAGE>

(iii)    make any loans

(iv)     prepay any loans

(v)      change the financial year

(vi)     change the basis of accounting

(vii)    pay remuneration or expenses to anyone other than as proper
         remuneration for work done or services provided

(viii)   make any gift or political or charitable donation

COMMERCIAL

(i)      create or redeem any mortgage, charge, debenture or other security

(ii)     dispose of or grant any option or right of pre-emption in respect of
         its assets except in the ordinary course of trading

(iii)    allow any insurances to lapse or do anything which would make any
         policy void or voidable

(iv)     enter into any agreement which cannot be terminated by YHL or YLL (as
         applicable) without penalty within 12 months of its commencement

(v)      enter into any abnormal or unusual contract or commitment including any
         which:

         (a)      is outside the ordinary course of business

         (b)      is unlikely to be profitable

         (c)      is of a long-term nature

         (d)      would have extended payment terms

         (e)      would involve a total outlay over the term of the contract in
                  excess of (pound)10,000

(vi)     reorganise or change the nature or scope of its business

(vii)    enter into any agreement restricting its freedom to do business as it
         thinks fit

PROPERTIES (I.E. REAL ESTATE)

(i)      grant any lease or third party rights in respect of any property

(ii)     transfer or dispose of any property

(iii)    create any interest over any property (including a security interest)

                                       37
<PAGE>

INTELLECTUAL PROPERTY

(i)      assign, licence, transfer, dispose of, create any security interest
         over, or otherwise deal with any intellectual property

(ii)     apply for registration of any intellectual property

(iii)    allow any registration of intellectual property to lapse or be
         cancelled

(iv)     prosecute any infringement action against parties other than partners,
         or defend any action for revocation or cancellation or any other
         challenge to the validity of any intellectual property

(v)      accept any restrictions on use of its own intellectual property

EMPLOYEES

(i)      change the terms and conditions of employment of any director/partner
         or senior employee; for this purpose a "senior employee" is an employee
         with a gross annual salary of (pound)50,000 or above

(ii)     employ, or terminate without good cause the employment of any person

(iii)    dismiss any senior employees (as defined above)

                                       38
<PAGE>

                                   SCHEDULE 3

                         REPRESENTATIONS AND WARRANTIES

1.       STATUS

         It is a limited liability company duly organised and validly existing
         under the laws of its country of incorporation.

2.       POWERS

         It has the power to enter into and perform its obligations under this
         agreement and each of the other documents referred to in this agreement
         to which it is a party.

3.       CONSENTS

         It has all necessary consents, licences and approvals in connection
         with the entry into and performance of its obligations under this
         agreement and (if applicable) as a shareholder in YHL.

4.       NON-VIOLATION OF LAW ETC.

         Its entry into this agreement and performance of its obligations under
         this agreement will not violate or conflict with, or exceed any limit
         imposed by (i) any law or regulation to which it is subject, (ii) its
         memorandum or Articles of Association or other applicable
         constitutional documents or (iii) any other agreement, instrument or
         undertaking binding upon it.

5.       RECITALS

         The Recitals to this agreement are true and accurate insofar as they
         relate to it.

                                       39
<PAGE>

                                   SCHEDULE 4

                                     PART 1

                                 YHL AGREEMENTS

Intercreditor Agreement
Share Pledge Agreement

                                     PART 2

                                 YLL AGREEMENTS

Commercial Bank Facility Agreement
EIB Facility Agreement
EIF Senior Guarantee Facility Agreement
Commercial Subordinated Facility Agreement
Intercreditor Agreement
YLL Loan Stock Instrument
Debenture
ISDA Master Agreements
Security Trust Deed
DBFO Contract
Direct Agreement for the DBFO Contract
Construction Contract
Direct Agreement for Construction Contract
Technical Services Agreement
Secondment Agreement
Maintenance Depot Lease
BB Parent Company Guarantee
MEIP Parent Company Guarantee
Model Custody Agreement
Assignment of Intellectual Property Rights

Appointment of Independent Engineer Agreement
Motorway Communications Side Letter

Insurance Policies

                                       40
<PAGE>

Signed by                              )
for MACQUARIE YORKSHIRE                )         *
LIMITED                                )    ___________

Signed by                              )         *
for BALFOUR BEATTY PLC                 )    ___________

Signed by                              )
for YORKSHIRE LINK                     )         *
(HOLDINGS) LIMITED                     )    ___________

Signed by                              )         *
for YORKSHIRE LINK LIMITED             )    ___________

Signed by                              )
for MACQUARIE EUROPEAN INFRASTRUCTURE  )         *
PLC                                    )    ___________

                                       41

*    This agreement was restated and amended by an Omnibus Deed dated as of
     April 30, 2003 between Macquarie Infrastructure (UK) Limited, Macquarie
     Yorkshire Limited, Balfour Beatty plc, Yorkshire Link (Holdings) Limited,
     Yorkshire Link Limited, Kvaerner plc and Macquarie European Infrastructure
     plc, which was executed by the parties thereto as follows:

     MACQUARIE INFRASTRUCTURE (UK) LIMITED

     /s/ Colin Chanter
     Attorney

               Witness        /s/ Andrew Deszcz
                              Name:     Andrew Deszcz
                              Address:  65 Fleet Street, London


     MACQUARIE YORKSHIRE LIMITED
     /s/ Sean MacDonald
     Director

     /s/ Colin Chanter
     Director


     BALFOUR BEATTY PLC
     /s/ John Fox
     Attorney

          Witness             /s/ Andrew Deszcz
                              Name:     Andrew Deszcz
                              Address:  65 Fleet Street, London


     YORKSHIRE LINK (HOLDINGS) LIMITED
     /s/ John Fox
     Director

     /s/ Peter Dyer
     Director


     YORKSHIRE LINK LIMITED
     /s/ John Fox
     Director

     /s/ Peter Dyer
     Director


     KVAERNER PLC
     /s/ Nigel Williams
     Attorney

          Witness             /s/ Peter Dyer
                              Name:     Peter Dyer
                              Address:  14 Crofton Avenue, Chiswick
                                        London W4 3EW


     MACQUARIE EUROPEAN INFRASTRUCTURE PLC
     /s/ Peter Dyer
     Attorney

          Witness             /s/ Andrew Deszcz
                              Name:     Andrew Deszcz
                              Address:  65 Fleet Street, London