Exhibit 4(h)4

                     RESTATEMENT AGREEMENT
                               
                               
                   DATED 17th November, 1997
                               
                               
                               
                 relating to a BPS1,250,000,000
          Credit Agreement dated 17th December, 1996
                         (as amended)
                               
                               
                              FOR
                               
                               
                ENTERGY LONDON INVESTMENTS PLC
                (formerly ENTERGY POWER UK PLC)
                              and
                    LONDON ELECTRICITY PLC
                               
                          ARRANGED BY
                               
                               
                      ABN AMRO BANK N.V.
                               
                              and
                               
                   UNION BANK OF SWITZERLAND
                               
                               
                               
                               
                               
                               
                               
                        Allen & Overy       
                               
                            London


<PAGE>
                             INDEX

Clause                                                    Page

1.   Interpretation                                          4
2.   Amendments to and restatement of the Credit Agreement   4
3.   Representations and warranties                          5
4.   Conditions precedent                                    5
5.   Miscellaneous                                           5
6.   Governing law                                           5

Schedules

1.   BANKS                                                   6
     PART I - CONTINUING BANKS                               6
     PART II - NEW BANKS                                     6
     PART III - RETIRING BANKS                               7
2.   CONDITIONS PRECEDENT TO THE EFFECTIVE DATE              8
3.   FORM OF RESTATED CREDIT AGREEMENT                      10

SIGNATORIES                                                125


<PAGE>


THIS  RESTATEMENT AGREEMENT is dated 17th November,  1997  and
made between:-

(1)  ENTERGY UK LIMITED (Registered No. 3386063) ("EUK");

(2)  ENTERGY  LONDON INVESTMENTS PLC (Registered No.  3261188)
     (the "Company");

(3)  LONDON  ELECTRICITY plc (Registered No. 2366852) ("London
     Electricity");

(4)  ENTERGY  UK  FINANCE  LIMITED (Registered  No.  3385743),
     ENTERGY LONDON HOLDINGS LIMITED (Registered No. 3385734),
     ENTERGY  LONDON LIMITED (Registered No. 3261305), ENTERGY
     INTERNATIONAL  INVESTMENTS NO.  1  LTD  LLC  and  ENTERGY
     INTERNATIONAL INVESTMENTS NO. 2 LTD LLC (the  "Additional
     Guarantors");

(5)  ABN  AMRO  BANK  N.V. and UNION BANK  OF  SWITZERLAND  as
     arrangers (in this capacity the "Arrangers");

(6)  THE FINANCIAL INSTITUTIONS listed in Part I of Schedule 1
     to this Restatement Agreement (the "Continuing Banks");

(7)  THE   FINANCIAL  INSTITUTIONS  listed  in  Part   II   of
     Schedule  1  to  this  Restatement  Agreement  (the  "New
     Banks");

(8)  THE   FINANCIAL  INSTITUTIONS  listed  in  Part  III   of
     Schedule  1 to this Restatement Agreement (the  "Retiring
     Banks"); and

(9)  ABN  AMRO  BANK  N.V.  as  agent (in  this  capacity  the
     "Agent").

BACKGROUND:-

(A)  By  a  credit  agreement dated 17th  December,  1996  (as
     amended)  (the "Credit Agreement"), the Continuing  Banks
     and  the Retiring Banks agreed to make available  to  the
     Company   and   London   Electricity   a BPS1,250,000,000
     syndicated credit facility.

(B)  The  Company wishes to amend the Credit Agreement on  the
     terms  below  to reflect (inter alia) the change  in  the
     corporate  structure  relating to its  shareholding,  the
     refinancing  of  Facility B (as  defined  in  the  Credit
     Agreement) and various other matters which have  occurred
     since  the  date  of  the  Credit  Agreement,  and   have
     requested  the other parties to the Credit  Agreement  to
     amend it accordingly.

(C)  The  Retiring Banks have not agreed to the above  request
     of  the  Company  and wish to withdraw  from  the  Credit
     Agreement.

(D)  The  Continuing Banks have agreed to the request and  the
     New Banks wish to join the Credit Agreement.

(E)  The parties to this Restatement Agreement have agreed  to
     restate  the  Credit  Agreement  to  reflect  the   above
     arrangements.

IT IS AGREED as follows:-

1.   INTERPRETATION

1.1  Terms defined

     In this Restatement Agreement:-
     
     (a)  "Effective Date" means 21st November, 1997  or  such
          other date as the Agent (with the prior agreement of
          the other Finance Parties) may agree;
     
     (b)  "EIL  Facility Agreement" means the U.S.$120,000,000
          Credit  Agreement  dated as of 17th  November,  1997
          between Entergy International Ltd LLC, the Banks (as
          defined   therein)  and  ABN  AMRO  Bank   N.V.   as
          administrative agent;
     
     (c)  "Finance   Parties"   means   the   Arrangers,   the
          Continuing Banks, the Retiring Banks, the New  Banks
          and the Agent;
     
     (d)  "Obligors"  means EUK, the Company,  the  Additional
          Guarantors and London Electricity; and
     
     (e)  "Restated   Credit  Agreement"  means   the   Credit
          Agreement  as restated and amended in the  terms  of
          Schedule 3.
     
1.2  Interpretation

(a)  Terms  defined in the Credit Agreement shall, unless  the
     contrary  intention  appears  or  the  context  otherwise
     requires,  have  the  same meaning  in  this  Restatement
     Agreement.

(b)  A  reference to the "agreed form" is a reference  to  the
     form  of  a document agreed by the Company and the  Agent
     prior to the date of this Agreement.

(c)  Clauses 1.2 (Construction) of the Credit Agreement  shall
     apply  to this Restatement Agreement, as though  it  were
     set out in full in this Restatement Agreement, but as  if
     references  in  that clause to the Credit Agreement  were
     construed as references to this Restatement Agreement.

(d)  This Restatement Agreement is a Finance Document.
     
2.   AMENDMENTS TO AND RESTATEMENT OF THE CREDIT AGREEMENT

     With effect on and from the Effective Date:-

     (a)  the  Credit Agreement shall be amended and  restated
          in the form set out in Schedule 3 so that the rights
          and  obligations of the parties to this  Restatement
          Agreement (other than the Retiring Banks)  shall  be
          governed  by  the  terms  of  the  Restated   Credit
          Agreement;

     (b)  each  New Bank will become a Bank under the Restated
          Credit   Agreement  with  Commitments  as  set   out
          opposite its name in Part II of  Schedule 1  to  the
          Restated Credit Agreement; and

     (c)  without prejudice to accrued rights and obligations,
          the  Retiring Banks shall cease to have any  rights,
          and  be  released  from all obligations,  under  the
          Credit Agreement.
     
     Notwithstanding   the  current  terms   of   the   Credit
     Agreement,  accrued  commitment  fee  under  the   Credit
     Agreement will be payable on the Effective Date.

3.   REPRESENTATIONS AND WARRANTIES

     Each  Obligor  represents  and warrants  to  the  Finance
     Parties  that the representations and warranties set  out
     in  clause  16  (Representations and warranties)  of  the
     Restated  Credit Agreement are true and accurate  in  all
     respects  as at (unless expressly stated to be  given  at
     the   Effective  Date)  the  date  of  this   Restatement
     Agreement  and  (in all cases) as at the Effective  Date,
     but as if references in the Restated Credit Agreement  to
     the   Restated   Credit  Agreement  were   construed   as
     references to this Restatement Agreement.
     
4.   CONDITIONS PRECEDENT

(a)  Clause  2  above will only come into effect if the  Agent
     has  received in form and substance satisfactory  to  the
     Agent:

     (i)  all  of  the  documents referred to  in  Part  I  of
          Schedule 2; and
     
     (ii) evidence that the conditions referred to in Part  II
          of  Schedule  2 have been, or will on the  Effective
          Date be, satisfied.
     
     The Agent shall promptly notify the other parties to this
     Restatement  Agreement  of  satisfaction  of  the   above
     conditions precedent.

(b)  If the Effective Date shall not have occurred by the date
     falling  three months after the date of this  Restatement
     Agreement, this Restatement Agreement shall lapse and  be
     of no further effect.

5.   MISCELLANEOUS

     The  provisions of Clauses 10 (Payments), 21  (Expenses),
     22  (Stamp duties), 30 (Severability), 31 (Counterparts),
     32 (Notices) and 33 (Jurisdiction) of the Restated Credit
     Agreement  shall apply to this Restatement  Agreement  as
     though  they  were  set out in full in  this  Restatement
     Agreement, but as if references in those clauses  to  the
     Restated Credit Agreement were construed as references to
     this Restatement Agreement.

6.   GOVERNING LAW

     This Restatement Agreement is governed by English law.
     
This  Restatement Agreement has been entered into on the  date
stated at the beginning of this Restatement Agreement.

<PAGE>
                          SCHEDULE 1
                               
                             BANKS
                               
                            PART I
                               
                               
                       CONTINUING BANKS
                               
ABN AMRO Bank N.V.
Union Bank of Switzerland
Bayerische  Landesbank Girozentrale London Branch
The Sanwa Bank, Limited
The Bank of Tokyo-Mitsubishi, Ltd
Barclays Bank PLC
CIBC Wood Gundy PLCplc
The Dai-Ichi Kangyo Bank, Limited
Den Danske Bank Aktieselskab
Deutsche Bank AG London
Dresdner Bank AG London Branch
Rabobank International, London Branch
(Cooperatieve  Centrale  Raiffeisen Boerenleenbank BA)
The Royal Bank of Scotland plc
Societe Generale
The Sumitomo Trust & Banking  Co., Ltd
The Toronto-Dominion Bank
Westdeutsche Landesbank Girozentrale
Commonwealth Bank of Australia
Credit Lyonnais
The Fuji Bank, Limited
National Westminster Bank plc
The Sakura Bank, Limited
The Bank of New York
Midland Bank PLC
The Nikko Bank (UK) plc
The Sumitomo Bank, Limited
The Tokai Bank, Limited
The Toyo Trust and Banking Company, Limited
                               
                               
                            PART II
                               
                           NEW BANKS
                               
De Nationale Investeringsbank N.V., London Branch
ING Bank N.V., London Branch
Scotiabank Europe PLC
                               
                               
                           PART III
                               
                        RETIRING BANKS
                               
                               
Bank of America National Trust and Savings Association
The Bank of Nova Scotia
Bayerische Hypotheken-und Wechsel-Bank AG
The Industrial Bank of Japan, Limited
Kredietbank N.V.
Union Bank of California, N.A.
                               

<PAGE>
                          SCHEDULE 2
                               
          CONDITIONS PRECEDENT TO THE EFFECTIVE DATE
                               
                            PART I
                               
1.   A  copy  of  the memorandum and articles of  association,
     certificate   of   incorporation   and   certificate   of
     incorporation on change of name (if any) of each  Obligor
     incorporated in England and the certificate of formation,
     limited  liability  agreement  and  certificate  of  good
     standing in respect of each Obligor formed under the laws
     of the State of Delaware.

2.   A  copy of a resolution of the board of directors of each
     Obligor  incorporated  in  England,  and  a  copy  of   a
     resolution  or  consent  of  the  member  of  each  other
     Obligor:-

     (a)  approving   the  terms  of,  and  the   transactions
          contemplated by, and resolving that it execute  this
          Restatement Agreement;
     
         (b)   authorising a specified person  or  persons  to
          execute  this Restatement Agreement on  its  behalf;
          and

         (c)   authorising a specified person or  persons,  on
          its  behalf,  to sign and/or despatch all  documents
          and  notices  to be signed and/or despatched  by  it
          under   or   in  connection  with  this  Restatement
          Agreement.

3.   A  copy of a resolution, passed by all the holders of the
     issued or allotted shares in each Obligor incorporated in
     England   (other  than  London  Electricity   and   EUK),
     approving the terms of, and the transactions contemplated
     by, the Restated Credit Agreement.

4.   A certificate of an authorised signatory of each Obligor,
     certifying the names and true signatures of the  officers
     or member of each Obligor authorised by the resolution or
     consent referred to in paragraph 2 above.

5.   Evidence  (in  the  form  of certificates  from  relevant
     counsel  or officers of the company concerned,  supported
     by,  if  applicable,  entries on public  record  of  that
     company  and  payment instructions)  that  the  corporate
     structure  contained  in Schedule 7  to  the  Restatement
     Agreement   is   correct,  and  that  all   the   capital
     arrangements referred to in that Schedule have  been,  or
     will on the Effective Date be, fully implemented (whether
     by   way   of   share  capital,  capital   contributions,
     subordinated debt or otherwise).

6.   Evidence  that  the conditions precedent to  the  initial
     advance  under  the  EIL  Facility  Agreement  have  been
     satisfied or waived.

7.   A  copy  of  the BPS810,000,000 promissory  note(s)  from
     Entergy London Holdings Limited to EUK and BPS810,000,000
     plus the Sterling equivalent of at least U.S.$107,000,000
     promissory note(s) from Entergy London Limited to Entergy
     UK Finance Limited.

8.   A  Debenture executed by each Guarantor (other  than  the
     Company).

9.   A   supplemental  debenture  executed  by  the   Company,
     amending and restating the Debenture dated 17th December,
     1996, substantially in the agreed form.

10.  Share certificates (and, if those share certificates  are
     not  in  the  name  of  the Agent or its  nominees,  duly
     executed  stock  transfer forms) for all  the  shares  in
     Entergy  UK  Limited,  Entergy London  Holdings  Limited,
     Entergy  London Limited, Entergy UK Finance  Limited  and
     the Company.

11.  Completed form 395 in respect of each Debenture  referred
     to in paragraph 8 above.

12.  The   Intercreditor  Agreement,  duly  executed  by   the
     Obligors  expressed to be party to it,  substantially  in
     the agreed form.

13.  A  legal opinion of Richards, Layton & Finger, counsel of
     the  Obligors  formed  under the laws  of  the  State  of
     Delaware, addressed to the Finance Parties, substantially
     in the agreed form.

14.  A  legal opinion of Allen & Overy, English legal advisers
     to  the  Arrangers,  addressed to  the  Finance  Parties,
     substantially in the agreed form.

15.  Novation   agreements  executed  by  the   Company   and,
     respectively,  ABN  AMRO  Bank  N.V.,  Bank  of   America
     National Trust and Savings Association and Union Bank  of
     Switzerland  transferring the rights and  obligations  of
     the  Company under the existing Swap Documents  with  ABN
     AMRO  Bank  N.V.,  Bank  of America  National  Trust  and
     Savings Association and Union Bank of Switzerland to EUK,
     substantially in the agreed form.

16.  Evidence that CT Corporation has accepted its appointment
     as  process  agent  in  New  York  for  the  purposes  of
     Clause   33   (Jurisdiction)  of  the   Restated   Credit
     Agreement.

17.  A  copy  of the indenture dated as of 1st November,  1997
     between the Company and The Bank of New York, as trustee,
     relating   to   the  Subordinated  Debentures   and   the
     Subordinated Capital Security Guarantee.

18.  A   certificate  of  an  authorised  signatory   of   EUK
     certifying  that  each copy document  specified  in  this
     Schedule  2  is correct, complete and in full  force  and
     effect  as  at  a date no earlier than the date  of  this
     Restatement Agreement.

                            PART II
                               
1.   Payment of all amounts payable in respect of Facility B.

2.   Payment  of all amounts owing under the Finance Documents
     to the Retiring Banks.

3.   Payment  of all accrued fees, costs and expenses  of  the
     Agent  (including reasonable legal fees and  expenses  of
     the  Agent)  under  this Restatement  Agreement,  to  the
     extent then due and payable.

<PAGE>                               
                          SCHEDULE 3
                               
               FORM OF RESTATED CREDIT AGREEMENT


                   RESTATED CREDIT AGREEMENT
                               
                               
                  DATED 17th  December, 1996
  (as subsequently amended including by way of a Restatement
             Agreement dated 17th November, 1997)
                               
                        BPS1,010,000,000
                               
                               
                        CREDIT FACILITY
                               
                               
                              FOR
                               
                               
                      ENTERGY UK LIMITED
                              and
                    LONDON ELECTRICITY plc
                               
                               
                         GUARANTEED BY
                               
                ENTERGY LONDON INVESTMENTS PLC
                  ENTERGY UK FINANCE LIMITED
                ENTERGY LONDON HOLDINGS LIMITED
                    ENTERGY LONDON LIMITED
        ENTERGY INTERNATIONAL INVESTMENTS NO. 1 LTD LLC
        ENTERGY INTERNATIONAL INVESTMENTS NO. 2 LTD LLC
                               
                               
                               
                          ARRANGED BY
                               
                               
                      ABN AMRO BANK N.V.
                              and
                   UNION BANK OF SWITZERLAND
                               
                               
                               
                               
                        Allen & Overy       
                               
                               
                            London

<PAGE>
                             INDEX

Clause                                                    Page

1.   INTERPRETATION                                         13
2.   THE FACILITIES                                         31
3.   PURPOSE AND AVAILABILITY                               32
4.   CONDITIONS PRECEDENT                                   32
5.   UTILISATIONS                                           32
6.   REPAYMENT                                              33
7.   PREPAYMENT AND CANCELLATION                            34
8.   INTEREST PERIODS                                       35
9.   INTEREST                                               36
10.  PAYMENTS                                               38
11.  TAXES                                                  39
12.  MARKET DISRUPTION                                      41
13.  INCREASED COSTS                                        42
14.  ILLEGALITY                                             43
15.  GUARANTEE                                              44
16.  REPRESENTATIONS AND WARRANTIES                         46
17.  UNDERTAKINGS                                           50
18.  DEFAULT                                                66
19.  THE AGENT AND THE ARRANGERS                            72
20.  FEES                                                   76
21.  EXPENSES                                               77
22.  STAMP DUTIES                                           78
23.  INDEMNITIES                                            78
24.  EVIDENCE AND CALCULATIONS                              79
25.  AMENDMENTS AND WAIVERS                                 79
26.  CHANGES TO THE PARTIES                                 80
27.  DISCLOSURE OF INFORMATION                              83
28.  SET-OFF                                                83
29.  PRO RATA SHARING                                       84
30.  SEVERABILITY                                           85
31.  COUNTERPARTS                                           85
32.  NOTICES                                                85
33.  JURISDICTION                                           86
34.  GOVERNING LAW                                          87

<PAGE>

SCHEDULES

1.   PART I - ADDITIONAL GUARANTORS                         88
     PART II - BANKS AND COMMITMENTS                        88

2.   CALCULATION OF THE MLA COST                            90

3.   FORM OF REQUEST                                        92

4.   FORM OF NOVATION CERTIFICATE                           93

5.   FORM OF DEBENTURE                                      94

6.   FORM OF SUBORDINATION AGREEMENT                       113

7.   CORPORATE STRUCTURE                                   124

<PAGE>

THIS  AGREEMENT is dated 17th December, 1996 (as  subsequently
amended,  including  by way of a Restatement  Agreement  dated
17th November, 1997) between:-

(1)  ENTERGY UK LIMITED (Registered No. 3386063) ("EUK");

(2)  ENTERGY  LONDON INVESTMENTS PLC (Registered No.  3261188)
     (the "Company");

(3)  LONDON  ELECTRICITY PLC (Registered No. 2366852) ("London
     Electricity");

(4)  THE  COMPANIES  listed  in  Part  I  of  Schedule  1   as
     additional  guarantors (in this capacity the  "Additional
     Guarantors");

(5)  ABN  AMRO  BANK  N.V. and UNION BANK  OF  SWITZERLAND  as
     arrangers (in this capacity the "Arrangers");

(6)  THE  FINANCIAL INSTITUTIONS listed in Part II of Schedule
     1 as banks (the "Banks");

(7)  BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION in
     its capacity as party to a Swap Document ("B of A"); and

(8)  ABN  AMRO  BANK  N.V.  as  agent (in  this  capacity  the
     "Agent").

IT IS AGREED as follows:-

1.   INTERPRETATION

1.1  Definitions

     In this Agreement:-
     
     "Accounting Date"
     
     means  the  last  day of each financial  quarter  of  the
     Company.
     
     "Accounting Period"
     
     means  any  period of approximately three months  or  one
     year ending on an Accounting Date for which accounts  are
     required  to  be  prepared  for  the  purposes  of   this
     Agreement.
     
     "Acquisition"
     
     means  the  acquisition by the Company of the  shares  of
     London Electricity.
     
     "Act"
     
     means  the  Electricity Act 1989 and, unless the  context
     otherwise  requires,  all  subordinate  legislation  made
     pursuant to it.
     
     "Adjusted Capital and Reserves"
     
     has  the  meaning given to it in Clause 17.26  (Financial
     covenants).
     
     "Affiliate"
     
     means  a Subsidiary or a Holding Company of a person  and
     any other Subsidiary of that Holding Company.
     
     "Applicable Accounting Principles"
     
     means:-
     
     (a)  in  relation to accounts or financial statements  or
          Financial  Indebtedness  of London  Electricity,  UK
          GAAP; and
     
     (b)  in  relation to accounts or financial statements  or
          Financial  Indebtedness of each  other  Obligor,  US
          GAAP.
     
     "Auditors"
     
     means  Coopers & Lybrand or any other "Big Six"  firm  of
     accountants or any other firm (approved by the Agent)  of
     independent public accountants of international  standing
     recognised  and authorised by the Institute of  Chartered
     Accountants  of England and Wales which is  appointed  by
     the Company to audit the consolidated annual accounts  of
     the Company.
     
     "Bonds"
     
     means:
     
     (a)  the BPS100,000,000 8 per cent. bonds due 2003; and
     
     (b)  the BPS100,000,000 85/8 per cent. bonds due 2005,
     
     issued by London Electricity.
     
     "Borrower"
     
     means, for Facility A, EUK or, for Facility C and subject
     to  Clause  2.4  (Release of London Electricity),  London
     Electricity.
     
     "Borrowing"
     
     means  Financial  Indebtedness (without double  counting)
     adjusted as follows:
     
     (a)  any  interest, dividends, commission, fees or  other
          like  financing charges, and any item falling within
          paragraph   (g)  of  the  definition  of   Financial
          Indebtedness, shall be excluded, save in  each  case
          to  the  extent  capitalised or more  than  15  days
          overdue for payment;
     
     (b)  in  respect  of  any bonds, notes, debentures,  loan
          stocks  and/or  other debt securities  issued  at  a
          discount or redeemable at a premium and constituting
          a  Borrowing, the issue price thereof, together with
          any  applicable  discount or premium  recognised  or
          required by the Applicable Accounting Principles  to
          be recognised at the time of calculation (other than
          amounts   required  by  the  Applicable   Accounting
          Principles to be accounted for as interest)  in  the
          accounts of the relevant person (were any then to be
          prepared), shall be included;
     
     (c)  in   respect  of  paragraphs  (d)  and  (e)  of  the
          definition  of  Financial  Indebtedness,  only   the
          principal  amount  thereof  as  determined  by   the
          Applicable Accounting Principles or (in the case  of
          paragraph   (e))  the  capitalised  value   (as   so
          determined) of any items falling thereunder shall be
          included;
     
     (d)  any   item  falling  within  paragraph  (f)  of  the
          definition  of Financial Indebtedness  which  is  in
          respect of any sum excluded by paragraph (a) or  (c)
          above shall be excluded; and
     
     (e)  any  item  falling within paragraph (f)(ii)  of  the
          definition  of  Financial  Indebtedness   shall   be
          included  only to the extent that the same has  been
          or  (in  accordance  with the Applicable  Accounting
          Principles) ought to be given a value in the  latest
          or next Accounts, or in any notes to those Accounts.
     
     "Business Day"
     
     means a day (other than a Saturday or a Sunday) on which
     banks are open for business in London.
     
     "Capitalisation Ratio"
     
     has  the  meaning given to it in Clause 17.26  (Financial
     covenants).
     
     "Commitment"
     
     means, in respect of a Bank, its Facility A Commitment or
     Facility   C  Commitment,  as  the  case  may   be,   and
     "Commitments"  means  the aggregate  of  its  Facility  A
     Commitment and Facility C Commitment.
     
     "Consolidated EBITDA"
     
     has  the  meaning given to it in Clause 17.26  (Financial
     covenants).
    
     "Consolidated Net Interest Payable"
     
     has  the  meaning given to it in Clause 17.26  (Financial
     covenants).
     
     "Consolidated Net Total Borrowings"
     
     has  the  meaning given to it in Clause 17.26  (Financial
     covenants).
     
     "Consolidated Total Interest Payable"
     
     has  the  meaning given to it in Clause 17.26  (Financial
     covenants).
     
     "Dangerous Substance"
     
     means  any  radioactive emissions, noise, any natural  or
     artificial  substance (whether in the form  of  a  solid,
     liquid,  gas  or  vapour) the generation, transportation,
     storage,  treatment, use or disposal  of  which  (whether
     alone   or  in  combination  with  any  other  substance)
     including  (without limitation) any controlled,  special,
     hazardous,  toxic, radioactive or dangerous substance  or
     waste, gives rise to a risk of causing harm to man or any
     other  living  organism or damaging  the  Environment  or
     public health or welfare.
     
     "Debenture"
     
     means  a debenture (as it may be amended) executed  by  a
     Guarantor  in favour of the Agent, substantially  in  the
     form of Schedule 5.
     
     "Default"
     
     means  an  Event of Default or an event which,  with  the
     giving  of notice, expiry of any applicable grace period,
     determination  of  materiality by the Majority  Banks  or
     failure to create a first legal mortgage, in each case as
     specified  in Clause 18 (Default) (or any combination  of
     the foregoing), would constitute an Event of Default.
     
     "Director General"
     
     means  the  person appointed from time  to  time  by  the
     Secretary of State to hold office as the Director General
     of Electricity Supply for the purpose of the Act.
     
     "Double Taxation Treaty"
     
     means any convention between the government of the United
     Kingdom  and  any other government for the  avoidance  of
     double taxation and the prevention of fiscal evasion with
     respect to taxes on income and capital gains.
     
     "Drawdown Date"
     
     means the date of the advance of a Loan.

     "Effective Date"
     
     has the meaning given to it in the Restatement Agreement.

     "EIL Facility Agreement"
     
     has the meaning given to it in the Restatement Agreement.
     
     "ELC"
     
     means  Entergy  London Capital L.P.,  a  special  purpose
     Delaware limited partnership in which the Company is  the
     sole general partner.

     "Environment"
     
     means  any  of  the following media, the air  (including,
     without limitation, the air within buildings and the  air
     within  other  natural or man-made  structures  above  or
     below  ground),  water  (including,  without  limitation,
     ground  and  surface water) and land (including,  without
     limitation, surface and sub-surface soil).
     
     "Environmental Claim"
     
     means any claim by any person:
     
     (a)  in  respect  of  any loss or liability  suffered  or
          incurred  by  that  person as  a  result  of  or  in
          connection with any violation of Environmental  Law;
          or
     
     (b)  that  arises  as  a result of or in connection  with
          Environmental Contamination and that could give rise
          to  any remedy or penalty (whether interim or final)
          that  may  be  enforced or assessed  by  private  or
          public  legal  action  or  administrative  order  or
          proceedings, including, without limitation, any such
          claim  arising from injury to persons,  property  or
          natural resources.
     
     "Environmental Contamination"
     
     means each of the following and their consequences:
     
     (a)  any  release, emission, leakage or spillage  of  any
          Dangerous  Substance  at or  from  any  site  owned,
          occupied or used by any Obligor or any other  member
          of the Group into any part of the Environment; or
     
     (b)  any accident, fire, explosion or sudden event at any
          site  owned, occupied or used by any Obligor or  any
          other  member  of  the Group which  is  directly  or
          indirectly   caused  by  or  attributable   to   any
          Dangerous Substance; or
     
     (c)  any other pollution of the Environment.
     
     "Environmental Law"
     
     means all applicable laws (including, without limitation,
     common  law),  regulations, directing codes of  practice,
     circulars,  guidance notices and the  like  having  legal
     effect  (whether  in  the United  Kingdom  or  elsewhere)
     concerning  pollution or the protection of human  health,
     the  Environment, the conditions of the work place or the
     generation,   transportation,   storage,   treatment   or
     disposal of Dangerous Substances.
     
     "Environmental Licence"
     
     means  any  authorisation required by  any  Environmental
     Law.
     
     "Event of Default"
     
     means  an event specified as such in Clause 18.1  (Events
     of Default).
     
     "Extraordinary Items"
     
     has  the  meaning given to it in Clause 17.26  (Financial
     Covenants).
     
     "Facility"
     
     means Facility A or Facility C.
     
     "Facility A"
     
     means  the facility referred to as such in Clause  2.1(a)
     (Facilities).
     
     "Facility A Commitment"
     
     means:
     
     (a)  in  relation  to  a  Bank which is  a  Bank  on  the
          Effective Date, the amount in Sterling set  opposite
          its  name in Part II of Schedule 1 under the heading
          "Facility A Commitment"; and
     
     (b)  in relation to a Bank which becomes a Bank after the
          Effective   Date,  the  amount  of  a   Facility   A
          Commitment  acquired by it under Clause 26  (Changes
          to the Parties),
     
     to the extent not transferred, cancelled or reduced under
          this Agreement.
     
     "Facility A Final Repayment Date"
     
     means 31st October, 2002.
     
     "Facility A Loan"
     
     means  a loan made by the Banks under Facility A  or  the
     principal amount outstanding of that loan.
     
     "Facility C"
     
     means  the facility referred to as such in Clause  2.1(b)
     (Facilities).
     
     "Facility C Commitment"
     
     means:
     
     (a)  in  relation  to  a  Bank which is  a  Bank  on  the
          Effective  Date,  the  amount in  Sterling  set  out
          opposite its name in Part II of Schedule 1 under the
          heading "Facility C Commitment"; and
     
     (b)  in relation to a Bank which becomes a Bank after the
          Effective   Date,  the  amount  of  a   Facility   C
          Commitment  acquired by it under Clause 26  (Changes
          to the Parties),
     
     to the extent not transferred, cancelled or reduced under
          this Agreement.
     
     "Facility C Final Repayment Date"
     
     means 17th December, 2001.
     
     "Facility C Loan"
     
     means  a loan made by the Banks under Facility C  or  the
     principal amount outstanding of that loan.
     
     "Facility Office"
     
     means the office notified by a Bank to the Agent:-
     
     (a)  on or before the date it becomes a Bank; or
     
     (b)  by not less than 5 Business Days' notice,
     
     as the office through which it will perform all or any of
     its obligations under this Agreement.
     
     "Fee Letter"
     
     means  the  letter  dated  the date  of  the  Restatement
     Agreement between the Arrangers and the Company,  or  the
     letter  dated  the  date  of  the  Restatement  Agreement
     between the Company and the Agent, setting out the amount
     of various fees referred to in Clause 20 (Fees).
     
     "Final Repayment Date"
     
     means  the  Facility  A  Final  Repayment  Date  or   the
     Facility C Final Repayment Date.
     
     "Finance Document"
     
     means:-
     
     (a)  this Agreement;
     
     (b)  a Fee Letter;
     
     (c)  a Debenture;
     
     (d)  a Novation Certificate;
     
     (e)  a Subordination Agreement;
     
     (f)  a Swap Document;
     
     (g)  the Intercreditor Agreement; or
     
     (h)   any other document designated as such by the  Agent
     and an Obligor.
     
     "Finance Party"
     
     means an Arranger, a Bank, B of A or the Agent.
     
     "Financial Indebtedness"
     
     means  any  indebtedness for, or for  interest  or  other
     charges  relating  to,  or otherwise  in  respect  of  or
     pursuant to:-
     
     (a)  moneys   borrowed  or  raised,  including,   without
          limitation:
          
          (i)  monies  raised  by the sale of  receivables  or
               other  financial assets on terms  (and  to  the
               extent) that recourse may be had to the  vendor
               in   the   event   of  non-payment   of   those
               receivables or financial assets when due;
          
          (ii) monies    raised   under   acceptance    credit
               facilities; and
          
          (iii)      monies raised through the issue of bonds,
               notes, debentures, bills, loan stocks and other
               debt  securities (including any  debt  security
               convertible,  but  not  at  the  relevant  time
               converted, into share capital);
          
     (b)  the  acquisition cost of assets or services  to  the
          extent  payable on deferred payment terms after  the
          time  of  acquisition  or possession  by  the  party
          liable (whether or not evidenced by any bond,  note,
          debenture, bill, loan stock or other debt security),
          excluding:
          
          (i)  retentions  which  are  normal  in  the   trade
               concerned and not entered into primarily  as  a
               means of raising finance;
          
          (ii) any  payment relating to construction works  or
               the  acquisition  of fixed  assets  which  will
               become   payable   only  upon   fulfilment   of
               conditions relating to or comprising completion
               or  commissioning  of certain  stages  in  such
               works  or  in  the  supply  programme  or   the
               granting  of any planning permission  for  such
               works  or  fixed assets and which has  not  yet
               become  payable by reason of the non-fulfilment
               of any such condition; and
          
          (iii)      any such cost payable on deferred payment
               terms   which   are  normal  in  the   business
               concerned and not entered into primarily  as  a
               means  of  raising finance, and  which  do  not
               involve any deferral of payment of any sum  for
               more than six months;
     
     (c)  moneys  received in consideration for the supply  of
          goods  and/or  services to the extent received  more
          than six months before the due date for their supply
          (but excluding any liability in respect of bona fide
          advance   payments   and  deposits   received   from
          customers in the ordinary course of trade);
     
     (d)  instalments   under  conditional   sale   agreements
          entered  into  primarily  as  a  method  of  raising
          finance;
     
     (e)  payments  under leases (whether in respect of  land,
          machinery,  equipment  or  otherwise)  and  payments
          under   hire   purchase   agreements   and   similar
          agreements and instruments, in each case where those
          leases,  agreements or instruments  are  treated  as
          finance  leases  in accordance with  the  Applicable
          Accounting Principles;
     
     (f)   (i)  any guarantee, indemnity, letter of credit  or
     other legally binding instrument to
               assure  payment of, or against loss in  respect
               of  non-payment  of,  any of  the  indebtedness
               specified  in this definition and any  counter-
               indemnity in respect of any thereof; and/or
          
          (ii) any   legally   binding  agreement   or   other
               instrument entered into in connection with  any
               of   the   indebtedness   specified   in   this
               definition requiring, or giving any person  the
               right  (contingently or otherwise) to  require,
               that  any other person invest in, make advances
               to, purchase assets of or maintain the solvency
               or  financial  condition of any  other  person;
               and/or
          
          (iii)      any recourse under any form of assurance,
               undertaking or support of a type referred to in
               paragraph   (b)(iii)  of  the   definition   of
               "Project Finance Indebtedness";
     
     (g)  any  interest  rate and/or currency  swap,  and  any
          other  interest or currency protection,  hedging  or
          financial futures transaction or arrangement; or
     
     (h)  transactions  which involve or have  the  commercial
          effect  of the borrowing of commodities  as part  of
          an  arrangement  for  or  in  substitution  for  the
          raising   of  finance,  the  value  of  indebtedness
          concerned for this purpose being the sum which  must
          be  paid  and/or  the value in money  terms  of  the
          commodities   which  must  be   delivered   by   the
          "borrower" to, or to the order of, the "lender",
          
     but  any  Subordinated Debt, Project Finance Indebtedness
     (other   than  indebtedness  referred  to  in   paragraph
     (f)(iii)  above) or indebtedness under any  indemnity  in
     respect of any letter of credit issued in connection with
     the Pooling and Settlement Agreement shall not constitute
     Financial Indebtedness.
     
     "Group"
     
     means  at  any  time the Company and its Subsidiaries  at
     that time.
     
     "Guarantor"
     
     means the Company or an Additional Guarantor.
     
     "Holding Company"
     
     has  the  meaning  given  to it in  Section  736  of  the
     Companies Act 1985.
     
     "Information Memorandum"
     
     means  the  Information Memorandum  dated  October,  1997
     prepared   by  the  Borrowers  in  connection  with   the
     Restatement Agreement.
     
     "Intercompany Notes"
     
     means the notes referred to in paragraph 7 of Part  1  of
     Schedule 2 of the Restatement Agreement.
     
     "Intercreditor Agreement"
     
     means  the  agreement dated 17th November,  1997  between
     EUK,  the  Guarantors and the Agent (in its  capacity  as
     Agent under this Agreement and security trustee under the
     Debentures)  and ABN AMRO Bank N.V. (in its  capacity  as
     administrative  agent under the EIL  Facility  Agreement)
     regulating  enforcement  of  the  Debentures  and   other
     related matters.
     
     "Interest Period"
     
     means  each period selected in accordance with  Clause  8
     (Interest Periods).
     
     "LIBOR"
     
     means  the arithmetic mean (rounded upward to the nearest
     four  decimal  places) of the rates, as supplied  to  the
     Agent  at  its request, quoted by the Reference Banks  to
     leading banks in the London interbank market at or  about
     11.00 a.m. on the first day of an Interest Period for the
     offering  of deposits in Sterling for a period comparable
     to the Interest Period.
     
     "Licence"
     
     means  a  public  electricity supply licence  held  by  a
     member  of the Group and issued pursuant to Section  6(1)
     of  the  Act,  as modified or supplemented from  time  to
     time.
     
     "Licenceholder"
     
     means  at  any  time the member of the Group  which  then
     holds a Licence.
     
     "Licence Undertaking"
     
     means  any  undertaking or assurance given in  connection
     with  the  Acquisition by any one or more of the Company,
     London Electricity or any Affiliate of any of them to the
     Director General or the Secretary of State concerning the
     management  and/or  ownership  of  and/or  other  matters
     concerning London Electricity.
     
     "Loan"
     
     means a Facility A Loan or a Facility C Loan.
     
     "London Electricity Group"
     
     means at any time London Electricity and its Subsidiaries
     at that time.
     
     "Majority Banks"
     
     means, at any time, Banks:-
     
     (a)  whose  participations in all Loans then  outstanding
          aggregate  more than 662/3 per cent.  of  all  Loans
          then outstanding; or
     
     (b)  if  there  are  no  Loans  then  outstanding,  whose
          Commitments then aggregate more than 662/3 per cent.
          of the Total Commitments; or
     
     (c)  if there are no Loans then outstanding and the Total
          Commitments   have  been  reduced  to  zero,   whose
          Commitments aggregated more than 662/3 per cent.  of
          the   Total   Commitments  immediately  before   the
          reduction.
     
     "Margin"
     
     means:
     
     (a)  in  respect of a Facility A Loan, 1.00 per cent  per
          annum   or,   as  the  case  may  be,   subject   to
          Clause  9.1(b) (Interest rate) and with effect  from
          each  applicable Margin Adjustment Date, at any time
          when the Capitalisation Ratio is:
     
          (i)  greater  than 70 per cent., 1.00 per cent.  per
               annum;
          
          (ii) equal to or less than 70 per cent., but greater
               than 65 per cent., 0.75 per cent. per annum;
          
          (iii)      equal  to or less than 65 per cent.,  but
               greater  than 60 per cent., 0.60 per cent.  per
               annum;
          
          (iv) equal to or less than 60 per cent., but greater
               than  55  per cent., 0.45 per cent. per  annum;
               and
          
          (v)  equal  to  or less than 55 per cent., 0.30  per
               cent. per annum;
          
          or
          
     (b)  in  respect of a Facility C Loan, 0.25 per cent. per
          annum.
     
     "Margin Adjustment Date"
     
     means, in respect of a Facility A Loan, the first day  of
     the  first  Interest  Period for  that  Facility  A  Loan
     commencing after each determination of the Capitalisation
     Ratio  following delivery by the Company of a certificate
     under Clause 17.2(b)(i) or (ii) (Financial information).
     
     "Material Subsidiary"
     
     means:
     
     (a)  London Electricity;
     
     (b)  any  member of the Group (other than the Company and
          any Project Finance Subsidiary):
     
          (i)  which is the Licenceholder; or
     
          (ii) whose  pre-tax operating profits  represent  at
               least ten per cent. of the consolidated pre-tax
               operating profits of the Group; or
     
          (iii)      the  book  value  of whose  gross  assets
               represents  at  least  ten  per  cent.  of  the
               consolidated gross assets of the Group,
     
          and for this purpose:
     
          (A)  in  the  case  of  a company which  itself  has
               Subsidiaries, the calculation shall be made  by
               using   the   consolidated  pre-tax   operating
               profits or gross assets, as the case may be, of
               it and its Subsidiaries;
     
          (B)  all   calculations   of  consolidated   pre-tax
               operating profits or gross assets shall be made
               by reference to:
     
               (1)  the   latest  accounts  of  the   relevant
                    company  (or,  as  the  case  may  be,   a
                    consolidation of the accounts  of  it  and
                    its Subsidiaries) used for the purpose  of
                    the  then  latest unaudited  quarterly  or
                    audited  annual consolidated  accounts  of
                    the  Group  delivered to the  Agent  under
                    Clause 17.2 (Financial information); and
          
               (2)  those unaudited quarterly or, as the  case
                    may   be,   audited  annual   consolidated
                    accounts of the Group;
          
               and  shall  be  made  in  accordance  with  the
               Applicable Accounting Principles; or
               
     (c)  any  member of the Group (other than the Company and
          any   Project  Finance  Subsidiary)  which  is   not
          otherwise   a   Material   Subsidiary   under   this
          definition  but  to  which any  Material  Subsidiary
          transfers  in  any annual Accounting Period  all  or
          substantially  all  of  its  assets;  the   Material
          Subsidiary  from  which the assets were  transferred
          shall  cease to be a Material Subsidiary unless  and
          until  it is shown to be a Material Subsidiary under
          any other paragraph of this definition.
     
     In the event of any dispute as to whether a Subsidiary is
     or  is not at any time a Material Subsidiary the question
     shall  be  referred  to  the Auditors  for  determination
     according to the provisions of this definition (acting as
     experts  at  the cost of the Company) and their  decision
     shall  be  conclusive and binding on the Parties  in  the
     absence of manifest error.
     
     "MLA Cost"
     
     means  the  cost imputed to the Banks of compliance  with
     the  Mandatory Liquid Assets requirements of the Bank  of
     England  during  each  Interest  Period,  determined   in
     accordance with Schedule 2.
     
     "Novation Certificate"
     
     has the meaning given to it in Clause 26.3 (Procedure for
     novations).
     
     "Obligor"
     
     means a Borrower or a Guarantor.
     
     "Party"
     
     means a party to this Agreement.
     
     "Permitted Transaction"
     
     means:
     
     (a)  a   reconstruction,  amalgamation,   reorganisation,
          merger  or consolidation of an Obligor or a Material
          Subsidiary on terms approved by the Majority Banks;
     
     (b)  a  disposal of assets permitted by the terms of this
          Agreement; or
     
     (c)  a  solvent liquidation, dissolution or winding-up of
          a Material Subsidiary (other than London Electricity
          or the Licenceholder) which does not have a Material
          Adverse Effect.
     
     "Pooling and Settlement Agreement"
     
     means the agreement dated 30th March, 1990 made by London
     Electricity  (or  any  other  Licenceholders)  with   the
     National  Grid  Company plc and others  setting  out  the
     rules  and procedures for the operation of an electricity
     trading pool and of a settlement system.
     
     "Project Finance Indebtedness"
     
     means  any  Borrowing  which  finances  the  acquisition,
     development, ownership and/or operation of an asset:
     
     (a)   which  is incurred by a Project Finance Subsidiary;
     or
     
     (b)  in  respect of which the person or persons  to  whom
          the  Borrowing  is or may be owed  by  the  relevant
          debtor (whether or not a member of the Group) has or
          have  no  recourse whatsoever to any member  of  the
          Group  (other than to a Project Finance  Subsidiary)
          for its repayment other than:
     
          (i)  recourse  to the debtor for amounts limited  to
               the  cash  flow  or net cash flow  (other  than
               historic  cash flow or historic net cash  flow)
               from the asset; and/or
          
          (ii) recourse to the debtor for the purpose only  of
               enabling  amounts to be claimed in  respect  of
               that   Borrowing  in  an  enforcement  of   any
               Security Interest given by the debtor over  the
               asset   or  the  income,  cash  flow  or  other
               proceeds  deriving from the asset (or given  by
               any  shareholder or the like in the debtor over
               its  shares or like interest in the capital  of
               the  debtor) to secure the Borrowing  but  only
               if:
          
                    (A)   the  extent of the recourse  to  the
                    debtor is limited solely to the amount  of
                    any    recoveries   made   on   any   such
                    enforcement; and
          
                    (B)    that  person  or  persons  are  not
                    entitled, by virtue of any right or  claim
                    arising out of or in connection with  that
                    Borrowing, to commence proceedings for the
                    winding up or dissolution of the debtor or
                    to  appoint or procure the appointment  of
                    any receiver, trustee or similar person or
                    officer in respect of the debtor or any of
                    its  assets  (other than  the  assets  the
                    subject of that Security Interest); and/or
          
          (iii)      recourse  to  the  debtor  generally,  or
               directly  or  indirectly to  a  member  of  the
               Group, under any form of assurance, undertaking
               or  support,  which recourse is  limited  to  a
               claim   for   damages  (other  than  liquidated
               damages  and damages required to be  calculated
               in a specified way) for breach of an obligation
               (other   than  a  payment  obligation   or   an
               obligation to procure payment by another or  an
               indemnity  in respect thereof or any obligation
               to  comply or to procure compliance by  another
               with  any  financial ratios or other  tests  of
               financial condition) by the person against whom
               such recourse is available.
          
     "Project Finance Subsidiary"
     
     means  any  Subsidiary  of the Company  (other  than  the
     Licenceholder):
     
     (a)  which  is  a  company  whose  principal  assets  and
          business   are   constituted   by   the   ownership,
          acquisition,  development  and/or  operation  of  an
          asset whether directly or indirectly;
     
     (b)  none of whose Borrowings in respect of the financing
          of  the  ownership, acquisition, development  and/or
          operation  of  an asset benefits from  any  recourse
          whatsoever  to any member of the Group  (other  than
          the  Subsidiary  itself or another  Project  Finance
          Subsidiary) in respect of its repayment,  except  as
          expressly referred to in paragraph (b)(iii)  of  the
          definition of Project Finance Indebtedness  in  this
          Clause 1.1 (Definitions); and
     
     (c)  which has been designated as such by the Company  by
          notice to the Agent.  However, the Company may  give
          notice  to  the Agent at any time that  any  Project
          Finance  Subsidiary is no longer a  Project  Finance
          Subsidiary, whereupon it shall cease to be a Project
          Finance Subsidiary.
          
     "Qualifying Bank"
     
     means:-
     
     (a)  a  bank as defined in Section 840A of the Income and
          Corporation  Taxes Act 1988 which, for the  purposes
          of  Section 349 of the Income and Corporation  Taxes
          Act  1988,  is beneficially entitled to, and  within
          the  charge  to  United Kingdom corporation  tax  as
          regards,  any  interest received by  it  under  this
          Agreement, except that, if that Section is repealed,
          modified, extended or re-enacted, the Agent  may  at
          any  time  and from time to time (acting reasonably)
          amend   this  definition  to  reflect  such  repeal,
          modification,  extension  or  enactment  by   giving
          notice of the amended definition to the Company; or
     
     (b)  a  person  carrying on a bona fide banking  business
          who  is  resident (as such term is  defined  in  the
          appropriate  Double Taxation Treaty)  in  a  country
          with  which  the  United Kingdom has an  appropriate
          Double Taxation Treaty giving that person and  other
          residents of that country full exemption from United
          Kingdom  taxation on interest and does not carry  on
          business  in the United Kingdom through a  permanent
          establishment with which the indebtedness under this
          Agreement in respect of which the interest  is  paid
          is effectively connected.
     
     "Reference Banks"
     
     means,  subject  to  Clause 26.4 (Reference  Banks),  the
     principal London offices of ABN AMRO Bank N.V.,  Barclays
     Bank PLC and Union Bank of Switzerland.
     
     "Repayment Date"
     
     means the Facility A Final Repayment Date or the last day
     of the Interest Period of a Facility C Loan.
     
     "Request"
     
     means   a  request  made  by  a  Borrower  for  a   Loan,
     substantially in the form of Schedule 3.
     
     "Restatement Agreement"
     
     means the agreement dated 17th November, 1997 between the
     parties  to  this  Agreement on the  Effective  Date  and
     several  other  banks which were party to this  Agreement
     immediately before the Effective Date pursuant  to  which
     this Agreement has been restated and amended.
     
     "Rollover Loan(s)"
     
     means  one  or  more  Facility C Loan(s),  the  aggregate
     principal amount of which is less than or equal to one or
     more  outstanding Facility C Loan(s), and whose  Drawdown
     Date  coincides  with  the  Repayment  Date(s)  of  those
     outstanding Facility C Loan(s).
     
     "Secretary of State"
     
     means the Secretary of State as referred to in the Act.
     
     "Security Account"
     
     has the meaning given to it in each Debenture.
     
     "Security Interest"
     
     means  any  mortgage,  pledge, lien, charge,  assignment,
     hypothecation or security interest or any other agreement
     or arrangement having the effect of conferring security.
     
     "Sterling"
     
     means  the  lawful  currency for the time  being  of  the
     United Kingdom.
     
     "Subordinated Capital Securities"
     
     means the limited partnership interests of ELC designated
     as   "85/8%   Cumulative   Quarterly   Income   Preferred
     Securities,  Series  A",  issued  concurrently  with  the
     issuance of the Subordinated Debentures and not exceeding
     U.S.$300,000,000  in  aggregate  liquidation   preference
     where:
     
     (a)  the  proceeds  of  the issuance of the  Subordinated
          Capital   Securities  and  the   Company's   capital
          contributions to ELC are utilised by ELC to purchase
          Subordinated Debentures; and
     
     (b)  the  payments from time to time of interest  on  the
          Subordinated Debentures are to be utilised by ELC to
          make   distributions   to   the   holders   of   the
          Subordinated Capital Securities.
     
     "Subordinated Capital Security Guarantee"
     
     means  the  guarantee of the Company to be  executed  and
     delivered to the trustee with respect to the Subordinated
     Capital   Securities  concurrently  with   the   issuance
     thereof, providing for a guarantee by the Company,  on  a
     subordinated  basis,  of  ELC's  obligations  under   the
     Subordinated Capital Securities, but only to  the  extent
     that ELC has funds sufficient to make such payments.
     
     "Subordinated Debentures"
     
     means  the 85/8% Junior Subordinated Deferrable  Interest
     Debentures,  Series A to be  issued to  ELC  and  created
     pursuant to an Indenture, dated as of 1st November, 1997,
     between the Company and The Bank of New York, as Trustee,
     and an "Officer's Certificate" as provided therein:
     
     (a)  providing   for   the   issuance   of   Subordinated
          Debentures in an aggregate principal amount equal to
          the  sum  of the Company's capital contribution,  as
          general  partner  to ELC, plus the aggregate  stated
          liquidation  preference of the Subordinated  Capital
          Securities  to  be  issued  concurrently  with   the
          issuance of the Subordinated Debentures;
     
     (b)  providing that the Company shall have the  right  to
          defer  the  payment of interest on the  Subordinated
          Debentures at any time or from time to time so  long
          as  no  Event of Default (as defined therein)  shall
          have occurred and be continuing; and
     
     (c)  providing that the payment of principal, premium, if
          any,  and  interest  on the Subordinated  Debentures
          shall  be  subordinate  in  right  of  payment   and
          enforcement  to the prior payment of certain  senior
          indebtedness of the Company, to the extent  provided
          in   such  Indenture,  provided  that  such   senior
          indebtedness shall include, without limitation,  all
          amounts   outstanding  under  this  Agreement,   and
          provided further, that such Indenture shall  provide
          that  no  payments on account of principal, premium,
          if  any,  or interest on the Subordinated Debentures
          may  be  made  if there shall have occurred  and  be
          continuing  either  a default in  any  payment  with
          respect to such senior indebtedness, or an event  of
          default  with  respect to such  senior  indebtedness
          resulting  in  the  acceleration  of  the   maturity
          thereof remaining uncured.
     
     "Subordinated Debt"
     
     means  a  separate unsecured loan to the Company  from  a
     shareholder,  or  an Affiliate of a shareholder,  of  the
     Company and/or any other person which:
     
     (a)  has  a  maturity date falling after the  Facility  A
          Final Repayment Date;
     
     (b)  is  not  capable of acceleration (other than in  the
          event  of  insolvency  or an insolvency  proceeding)
          whilst  any amount may be or become payable  by  any
          Obligor  under the Finance Documents or any  of  the
          Commitments remain in effect; and
     
     (c)  is  subordinated  (as regards priority  of  payment,
          ranking, rights of enforcement and all other rights)
          as  to  principal,  interest and all  other  amounts
          payable  on  or in respect thereof and any  and  all
          claims  (including for damages) related  thereto  to
          all  amounts which may be or become payable  by  the
          Obligors under the Finance Documents,
     
     all in accordance with a Subordination Agreement.
     
     "Subordination Agreement"
     
     means  a  subordination  agreement  entered,  or  to   be
     entered,  into  by the Agent, the Company and  any  other
     person in respect of Subordinated Debt, substantially  in
     the form of Schedule 6.
     
     "Subsidiary"
     
     means:-
     
     (a)  a  subsidiary within the meaning of Section  736  of
          the Companies Act 1985, as amended by Section 144 of
          the Companies Act 1989; and
     
     (b)  for   the   purposes  of  Clauses  17.26  (Financial
          covenants) and any financial information relating to
          the  Group,  a  subsidiary  undertaking  within  the
          meaning of Section 21 of the Companies Act 1989.
     
     "Swap Document"
     
     means  an  interest rate hedging agreement (substantially
     in  the form agreed by the Company and the Agent prior to
     the  date of this Agreement) entered into by the  Company
     with certain Banks party to this Agreement as at the date
     of  this  Agreement  and  any confirmation  entered  into
     pursuant to any such agreement.
     
     "Total Commitments"
     
     means  the  aggregate of the Total Facility A Commitments
     and    the   Total   Facility   C   Commitments,    being
     BPS1,010,000,000 at the Effective Date.
     
     "Total Facility A Commitments"
     
     means the aggregate for the time being of the Facility  A
     Commitments, being BPS810,000,000 at the Effective Date.
     
     "Total Facility C Commitments"
     
     means the aggregate for the time being of the Facility  C
     Commitments, being BPS200,000,000 at the Effective Date.
     
     "UK GAAP"
     
     means  generally  accepted accounting principles  in  the
     United   Kingdom  as  at  the  date  of  this  Agreement,
     consistently applied.
     
     "US GAAP"
     
     means  generally  accepted accounting principles  in  the
     United   States  as  at  the  date  of  this   Agreement,
     consistently applied.
     
1.2  Construction

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

     (i)  "assets" includes properties, revenues and rights of
          every description;
     
          an   "authorisation"  includes   an   authorisation,
          consent,  approval, resolution, licence,  exemption,
          filing, registration and notarisation;
     
          something having a "Material Adverse Effect"  is  to
          its  having, or being reasonably likely to  have,  a
          material adverse effect on the ability of an Obligor
          to perform and comply with:
          
          (A)   its  payment  obligations  under  any  Finance
          Document;
          
          (B)   its  obligations under Clause 17.26 (Financial
          covenants); or
          
          (C)  any other of its material obligations under the
          Finance Documents;
          
          a "month" is a reference to a period starting on one
          day   in   a  calendar  month  and  ending  on   the
          numerically  corresponding day in the next  calendar
          month, except that:
     
          (1)  if there is no numerically corresponding day in
               the  month  in  which that  period  ends,  that
               period  shall end on the last Business  Day  in
               that calendar month; or
          
          (2)  if  an  Interest Period commences on  the  last
               Business Day of a calendar month, that Interest
               Period  shall end on the last Business  Day  in
               the calendar month in which it is to end; and
     
          a   "regulation"  includes  any  regulation,   rule,
          official directive, request or guideline (whether or
          not  having the force of law, but if not having  the
          force  of law being of a type with which the  person
          concerned   is   accustomed  to   comply)   of   any
          governmental body, agency, department or regulatory,
          self-regulatory or other authority or organisation;
     
     (ii) a  provision  of  a  law  is  a  reference  to  that
          provision as amended or re-enacted;
     
     (iii)      a  Clause  or a Schedule is a reference  to  a
          clause of or a schedule to this Agreement;
     
     (iv) a  person  includes  its  successors  and  permitted
          assigns;
     
     (v)  a   Finance  Document  or  another  document  is   a
          reference  to  that Finance Document or  that  other
          document as amended, novated, supplemented, replaced
          or renewed; and
     
     (vi) a time of day is a reference to London time.

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

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

2.   THE FACILITIES

2.1  Facilities

     Subject  to  the  terms  of  this  Agreement,  the  Banks
     irrevocably   grant  to  the  Borrowers   the   following
     facilities:-
     
     (a)  Facility  A  - a committed term loan facility  under
          which  the Banks shall, when requested by EUK,  make
          to  EUK  on  the Effective Date a Loan in an  amount
          equal to the Total Facility A Commitments; and
          
     (b)  Facility  C -  a committed revolving credit facility
          under  which  the  Banks shall,  when  requested  by
          London Electricity, make to London Electricity Loans
          up  to  an  aggregate amount not exceeding,  at  any
          time, the Total Facility C Commitments at that time.

     No Bank  is  obliged  to lend at any time more  than  its
          Commitment(s).
     
2.2  Nature of a Finance Party's rights and obligations

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

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

2.3  Change of currency

(a)  If  more  than one currency or currency unit are  at  the
     same  time recognised by the laws of any country  as  the
     lawful currency of that country, then:
     
     (i)  any  reference in the Finance Documents to, and  any
          obligations arising under the Finance Documents  in,
          the  currency  of that country shall  be  translated
          into,  or  paid in, the lawful currency  or currency
          unit of that country designated by the Agent; and
     
     (ii) any  translation from one currency or currency  unit
          to another shall be at the official rate of exchange
          legally  recognised  by the  central  bank  for  the
          conversion  of that currency or currency  unit  into
          the  other,  rounded up or down by the Agent  acting
          in  accordance with any applicable law  on  rounding
          or,  if  there is no such law, acting reasonably  in
          accordance with market practice.
     
(b)  If  a  change  in any currency of a country occurs,  this
     Agreement will be amended to the extent the Agent (acting
     reasonably)  specifies  to be necessary  to  reflect  the
     change in currency and to put the Banks (and, if possible
     and practicable, the Borrowers) in the same position,  so
     far  as  possible, that they would have  been  in  if  no
     change in currency had occurred.

2.4  Release of London Electricity

     If  the  Facility C Commitments have been fully cancelled
     and   no   amount   payable  by  London  Electricity   is
     outstanding under this Agreement, then, without prejudice
     to  any accrued rights or obligations, London Electricity
     will  cease to have any rights or obligations under  this
     Agreement and will cease to be a Borrower.

3.   PURPOSE AND AVAILABILITY

(a)  Each  Borrower shall apply each Loan made to  it  towards
     its working capital or general corporate purposes.
          
(b)  Subject to the terms of this Agreement, EUK shall  borrow
     the Facility A Loan(s) on the Effective Date.

(c)  Facility C Loans may be borrowed, subject to the terms of
     this Agreement, at any time prior to the Facility C Final
     Repayment Date.

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

4.   CONDITIONS PRECEDENT

     The obligations of each Bank to participate in a Loan are
     subject to the conditions precedent that:-
     
     (a)  on  both  the  date of the Request and the  Drawdown
          Date:-
     
          (i)  the representations and warranties in Clause 16
               (Representations and warranties) to be repeated
               on  those  dates  are correct in  all  material
               respects  and  will be correct in all  material
               respects  immediately after the Loan  is  made;
               and
          
          (ii) no  Event of Default or (in the case of a  Loan
               which  is  not a Rollover Loan) no  Default  is
               outstanding or will result from the Loan;
          
     (b)  it  would  not cause the Facility A Loan(s)  or  the
          Facility  C  Loans  to exceed the Total  Facility  A
          Commitments or the Total Facility C Commitments,  as
          the case may be; and
     
     (c)  it would not result in there being more than 15
          Loans outstanding at any time.
     
5.   UTILISATIONS

5.1  Receipt of Requests

     A  Borrower may utilise a Facility if the Agent receives,
     not  later than 9.00 a.m. on the Business Day before  its
     Drawdown Date, a duly completed Request.
     
5.2  Completion of Requests

     A  Request  will  not  be regarded as  having  been  duly
     completed unless:-
     
     (a)  it  specifies  whether the Loan is  the  Facility  A
          Loan(s) or a Facility C Loan;
     
     (b)  the Drawdown Date is, in the case of the Facility  A
          Loan(s),  the Effective Date and, in the case  of  a
          Facility  C Loan, a Business Day falling before  the
          Facility C Final Repayment Date;
          
     (c)  the principal amount of the Loan is, in the case  of
          the Facility A Loan(s), an amount equal to the Total
          Facility  A  Commitments  and,  in  the  case  of  a
          Facility  C  Loan, a minimum of BPS10,000,000 and an
          integral multiple of BPS5,000,000 or the  balance of
          the  undrawn  Facility C Commitments or  such  other
          amount as the Agent may agree;
     
     (d)  the Interest Period specified complies with Clause 8
     (Interest Periods); and
          
     (e)  the  payment  instructions  comply  with  Clause  10
          (Payments).
     
     Each Request is irrevocable.
     
5.3  Amount of each Bank's participation in the Loan

     The  amount of a Bank's participation in a Loan  will  be
     the   proportion  of  the  Loan  which  its  Facility   A
     Commitment  or Facility C Commitment bears to  the  Total
     Facility   A   Commitments  or  the  Total   Facility   C
     Commitments, as the case may be, on the proposed Drawdown
     Date.
     
5.4  Notification of the Banks

     The  Agent shall promptly notify each Bank of the details
     of the requested Loan and the amount of its participation
     in the Loan.

5.5  Payment of Proceeds

     Subject  to  the terms of this Agreement,  each  relevant
     Bank shall make its participation in a Loan available  to
     the  Agent  for  the relevant Borrower  on  the  relevant
     Drawdown Date.

6.   REPAYMENT

(a)  EUK  shall  repay the Facility A Loan(s) in full  on  the
     Facility  A  Final Repayment Date to the  Agent  for  the
     Banks.

(b)  Subject to paragraph (c) below, London Electricity  shall
     repay each Facility C Loan in full on its Repayment  Date
     to the Agent for the Banks.

(c)  Subject to the terms of this Agreement, amounts repaid by
     London   Electricity  under  paragraph  (b)   above   may
     subsequently be re-borrowed by London Electricity.

7.   PREPAYMENT AND CANCELLATION

7.1  Automatic cancellation of the Total Commitments

     The   Facility  C  Commitment  of  each  Bank  shall   be
     automatically  cancelled  at close  of  business  on  the
     Facility C Final Repayment Date.

7.2  Voluntary cancellation

     London  Electricity  may,  by  giving  not  less  than  2
     Business  Days'  prior notice to the  Agent,  cancel  the
     unutilised portion of the Total Facility C Commitments in
     whole or in part (but, if in part, in a minimum amount of
     BPS10,000,000 and an integral multiple of BPS5,000,000).
     Any cancellation in part shall be  applied  against   the
     Facility C Commitment of each Bank pro rata.

7.3  Voluntary prepayment

     A  Borrower  may at any time, by giving not less  than  2
     Business Days' prior notice to the Agent, prepay  a  Loan
     made  to  it  in whole or in part (but, if  in  part,  in
     minimum  amounts of BPS10,000,000), subject to Clause  23
     (Indemnities).

7.4  Additional right of prepayment and cancellation

     If  any  Obligor is required to pay any amount to a  Bank
     under  Clause 11 (Taxes) or Clause 13 (Increased  costs),
     the Obligor may, whilst the circumstances giving rise  to
     the  requirement continue, serve a notice  of  prepayment
     and cancellation on that Bank through the Agent.  In this
     event:-

     (a)  on  the date falling 5 Business Days after the  date
          of  service of the notice each Obligor shall  prepay
          that  Bank's participation in any Loans made  to  it
          together  with all other amounts payable  by  it  to
          that Bank under this Agreement; and
          
     (b)  the  Bank's  Commitments shall be cancelled  on  the
          date of service of the notice.

7.5  Mitigation

     If  circumstances  arise which would,  or  would  on  the
     giving of notice, result in:
     
     (a)    any  additional  amounts  becoming  payable  under
     Clause 11.1 (Gross-up); or
     
     (b)   any  amount  becoming  payable  under  Clause  13.1
     (Increased costs); or
     
     (c)   any  prepayment  or cancellation  under  Clause  14
     (Illegality),
     
     then,  without limiting the obligations of  the  Obligors
     under  this Agreement and without prejudice to the  terms
     of Clauses 11.1 (Gross-up), 13.1 (Increased costs) and 14
     (Illegality), each Bank shall, in consultation  with  the
     Company, take such reasonable steps as may be open to  it
     to   mitigate   or  remove  the  relevant   circumstance,
     including  (without  limitation) the  transfer  with  the
     Company's  consent as specified in Clause 26.2 (Transfers
     by  Banks)  of  its  rights and  obligations  under  this
     Agreement  to  another  bank  or  financial  institution,
     unless to do so might (in the opinion of the Bank) have a
     material  adverse effect on its business,  operations  or
     financial  condition  or  be  contrary  to  its   banking
     policies or be otherwise prejudicial to it.

7.6  Miscellaneous provisions

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

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

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

(d)       (i)  Subject to the terms of this Agreement, amounts
          prepaid  under  Facility C pursuant  to  Clause  7.3
          (Voluntary  prepayment)  may  subsequently  be   re-
          borrowed.

     (ii) No  other  amount  prepaid may subsequently  be  re-
          borrowed.

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

8.   INTEREST PERIODS

8.1  Interest Periods

(a)  Each  Facility  A  Loan  will  have  successive  Interest
     Periods.  The first Interest Period will commence on  the
     Effective  Date  and  subsequent  Interest  Periods  will
     commence on the expiry of the preceding Interest Period.

(b)  Each Facility C Loan will have one Interest Period only.

(c)  Interest Periods may, subject to the other provisions  of
     this  Clause  8,  be,  for  an approved  duration  or  an
     optional duration, and, for this purpose:

     (i)  "approved duration" means a period of 1, 2, 3  or  6
          months; and
     
     (ii) "optional  duration" means any other  period  (other
          than an approved duration) of up to 12 months.

8.2  Selection of Interest Periods

(a)  EUK  may select an Interest Period for a Facility A  Loan
     in its Request or in a notice to be received by the Agent
     not  later than 9.00 a.m. on the Business Day before  the
     commencement  of  that Interest Period (in  the  case  of
     subsequent Interest Periods).

(b)  If  it  would  not  result in more than  15  Loans  being
     outstanding,  EUK  may select different Interest  Periods
     for  a Facility A Loan in accordance with this Clause but
     each  part of a Loan to which an Interest Period  applies
     must be a minimum of BPS10,000,000 and an integral multiple
     of BPS5,000,000 or  such other amount as  the  Agent  may
     agree.   Each  part  of a Facility A  Loan  which  has  a
     different Interest Period shall be treated as a  separate
     Loan.

(c)  London  Electricity may select an Interest Period  for  a
     Facility C Loan in its Request.

(d)  If the relevant Borrower fails to specify the duration of
     an Interest Period, it shall be of 3 months' duration.

8.3  Selection of an optional duration

(a)  If  a  Borrower selects an Interest Period of an optional
     duration,  it may also select in the relevant Request  or
     notice  an  Interest  Period of an approved  duration  to
     apply  if  the  selection of an  Interest  Period  of  an
     optional duration becomes ineffective in accordance  with
     paragraph (b) below.

(b)  If:-

     (i)   a  Borrower  requests  an  Interest  Period  of  an
     optional duration; and
     
     (ii) the Agent receives notice from a Bank not later than
          3.00  p.m.  on the Business Day before the beginning
          of  that  Interest Period that it does not agree  to
          the request,
     
     the  Interest Period for the proposed Loan shall  be  the
     alternative  period of an approved duration specified  in
     the  relevant Request or notice or, in the absence of any
     alternative selection, 3 months.

(c)  If  the  Agent  receives  a  notice  from  a  Bank  under
     paragraph  (b)  above,  it  shall  notify  the   relevant
     Borrower  and  the  Banks promptly of  the  new  Interest
     Period for the proposed Loan.

8.4  Overrunning of Final Repayment Date

     Notwithstanding any other provision of this Clause 8,  if
     an Interest Period for a Loan would otherwise overrun the
     relevant  Final Repayment Date it shall be  shortened  so
     that it ends on that Final Repayment Date.

8.5  Notification

     The  Agent  shall  notify the relevant Borrower  and  the
     Banks  of  the duration of each Interest Period  promptly
     after ascertaining its duration.

9.   INTEREST

9.1  Interest rate

(a)  The  rate  of  interest  on each Loan  for  each  of  its
     Interest Periods is the rate per annum determined by  the
     Agent to be the aggregate of the applicable:-
     
     (i)  Margin;
     
     (ii) LIBOR; and
     
     (iii)     MLA Cost.
     
(b)  If, in respect of any Accounting Period, the Company does
     not comply with its obligations under Clause 17.2 (a)  or
     (b)  (Financial  information), the applicable  Margin  in
     respect  of  each Facility A Loan from the  date  of  the
     Company's non-compliance until the date on which that non-
     compliance  is remedied, shall be adjusted  so  that  the
     Margin  applicable to that Facility A Loan shall  be  the
     next  Increment  up from the applicable Margin  for  that
     Facility  A  Loan  in  the previous quarterly  Accounting
     Period.
     
(c)  For  the  purposes of paragraph (b) above, an "Increment"
     is the difference between each level of the Margin in sub-
     paragraphs  (i) to (v) of paragraph (a) of the definition
     of "Margin" in Clause 1.1 (Definitions).
     
9.2  Due dates

     Except  as otherwise provided in this Agreement,  accrued
     interest on each Loan is payable by the relevant Borrower
     on  the last day of each Interest Period and also, in the
     case  of  a Loan with an Interest Period longer than  six
     months,  on  the  date  falling  six  months  after   the
     commencement of the Interest Period.
     
9.3  Default interest

(a)       (i)   If  an Obligor fails to pay any amount payable
          by   it   under  the  Finance  Documents,  it  shall
          forthwith on demand by the Agent pay interest on the
          overdue  amount from the due date up to the date  of
          actual  payment, as well after as before  judgement,
          at  a  rate (the "default rate") determined  by  the
          Agent  to be 1 per cent per annum above, subject  to
          sub-paragraph (ii) below, the rate which would  have
          been  payable if the overdue amount had, during  the
          period  of non-payment, constituted a Sterling  Loan
          for   such  successive  Interest  Periods  of   such
          duration  as  the  Agent  may  reasonably  determine
          having  regard to the likely duration of the default
          (each a "Designated Interest Period").

     (ii) If  the  overdue amount is a principal amount  of  a
          Loan  and  it becomes due and payable prior  to  the
          last day of an Interest Period for that Loan, then:-

          (1)  the  first Designated Interest Period for  that
               overdue  sum will be the unexpired  portion  of
               that Interest Period; and

          (2)  the  rate of interest on the overdue amount for
               that first Designated Interest Period will be 1
               per  cent  per  annum above  the  rate  on  the
               overdue amount under Clause 9.1 (Interest rate)
               immediately before the due date.
          
          After  the  expiry of the first Designated  Interest
          Period  for  that overdue amount, the  rate  on  the
          overdue amount will be calculated in accordance with
          sub-paragraph (i) above.

(b)  The  default rate will be determined on each Business Day
     or  the  first  day  of the relevant Designated  Interest
     Period, as appropriate.

(c)  If the Agent determines that Sterling deposits are not at
     the  relevant time being made available by the  Reference
     Banks  to  leading banks in the London interbank  market,
     the  default rate will be determined by reference to  the
     cost  of  funds  to the Banks from whatever  sources  the
     Banks  may  reasonably select, having due regard  to  the
     likely duration of the default.

(d)  Default interest will be compounded at the end  of  each
     Designated Interest Period.

9.4  Notification of rates of interest

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

10.  PAYMENTS

10.1 Place

     All  payments by an Obligor or a Bank under  the  Finance
     Documents  shall be made to the Agent to its  account  at
     such  office or bank in the U.K. as it may notify to that
     Obligor or Bank for this purpose.

10.2 Currency and funds

     Payments  under the Finance Documents to the Agent  shall
     be  made  in Sterling for value on the due date  at  such
     times as the Agent may specify to the Party concerned  as
     being  customary  at  the  time  for  the  settlement  of
     transactions in Sterling.

10.3 Distribution

(a)  Each  payment received by the Agent under this  Agreement
     for another Party shall, subject to the paragraphs below,
     be  made  available by the Agent to that Party by payment
     to  its  account  with such bank in the U.K.  as  it  may
     notify  to the Agent for this purpose by not less than  5
     Business Days' prior notice.

(b)  Where  the  Repayment Date for an outstanding Facility  C
     Loan   coincides  with  the  Drawdown  Date  for  a   new
     Facility  C  Loan the Agent shall apply the relevant  new
     Loan  in or towards repayment of the relevant outstanding
     Loan so that:-

     (i)  where the amount of the outstanding Loan exceeds the
          amount  of  the  new Loan, London Electricity  shall
          only be required to repay the excess; and
     
     (ii) where  the amount of the outstanding Loan is exactly
          the  same  as  the  amount of the new  Loan,  London
          Electricity  shall  not  be  required  to  make  any
          payment.

(c)  The  Agent  may apply any amount received  by  it  for  a
     Borrower  in or towards payment (on the date and  in  the
     currency  and  funds of receipt) of any amount  due  from
     that  Borrower under this Agreement or in or towards  the
     purchase of any amount of any currency to be so applied.

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

10.4 Set-off and counterclaim

     All  payments  made  by  an  Obligor  under  the  Finance
     Documents shall be made without set-off or counterclaim.
     
10.5 Non-Business Days

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

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

10.6 Partial payments

(a)  If the Agent receives a payment insufficient to discharge
     all   the   amounts  then  due  and  payable  by   London
     Electricity  or  the  other Obligors  under  the  Finance
     Documents, the Agent shall apply that payment towards the
     obligations   of  London  Electricity  or   those   other
     Obligors, as the case may be, under the Finance Documents
     in the following order:-

     (i)  first,  in or towards payment pro rata of any unpaid
          fees,  costs  and expenses of the Agent  under  this
          Agreement;
     
     (ii) secondly,  in  or towards payment pro  rata  of  any
          accrued  fees  due  but  unpaid  under  Clause  20.2
          (Commitment fee);
     
     (iii)      thirdly, in or towards payment pro rata of any
          accrued   interest   due  but  unpaid   under   this
          Agreement;
     
     (iv) fourthly,  in  or towards payment pro  rata  of  any
          principal  due  but unpaid under this Agreement  and
          any amount payable under the Swap Documents; and
     
     (v)  fifthly, in or towards payment pro rata of any other
          sum due but unpaid under the Finance Documents.
     
(b)  The  Agent  shall, if so directed by all the Banks,  vary
     the order set out in sub-paragraphs (a)(ii) to (v) above.

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

11.  TAXES

11.1 Gross-up

     All  payments  by an Obligor under the Finance  Documents
     shall be made without any deduction and free and clear of
     and  without  deduction for or on account of  any  taxes,
     except to the extent that the Obligor is required by  law
     to  make  payment subject to any taxes.  If  any  tax  or
     amounts in respect of tax must be deducted, or any  other
     deductions must be made, from any amounts payable or paid
     by an Obligor, or paid or payable by the Agent to a Bank,
     under  the Finance Documents, the Obligor shall pay  such
     additional amounts as may be necessary to ensure that the
     relevant  Bank receives a net amount equal  to  the  full
     amount which it would have received had payment not  been
     made subject to tax or other deduction.

11.2 Tax receipts

     All  taxes required by law to be deducted or withheld  by
     an  Obligor  from any amounts paid or payable  under  the
     Finance  Documents shall be paid by the relevant  Obligor
     when  due  and the Obligor shall, within 15 days  of  the
     payment being made to the appropriate taxation authority,
     deliver  to  the  Agent  for the relevant  Bank  evidence
     satisfactory  to  that Bank (including all  relevant  tax
     receipts) that the payment has been duly remitted to  the
     appropriate authority.

11.3 Refund of Tax Credits

     If:-
     
     (a)  an Obligor makes a payment under Clause 11.1 (Gross-
          up)  (a "Tax Payment") in respect of a payment to  a
          Bank under the Finance Documents; and
     
     (b)  that  Bank  determines in good  faith  that  it  has
          obtained  a  refund of tax or obtained  and  used  a
          credit against tax on its overall net income (a "Tax
          Credit") which that Bank is able to identify in good
          faith as attributable to that Tax Payment,
     
     then, if it determines, acting in good faith, that it can
     do so without any adverse consequences for the Bank, that
     Bank  shall forthwith reimburse that Obligor, such amount
     as  that Bank in its absolute discretion determines to be
     such  proportion  of that Tax Credit as will  leave  that
     Bank  (after  that reimbursement) in no better  or  worse
     position in respect of its worldwide tax liabilities than
     it  would  have  been  in  if no  Tax  Payment  had  been
     required.  A Bank shall have an absolute discretion as to
     whether  to claim any Tax Credit (and, if it does  claim,
     the  extent,  order and manner in which it does  so)  and
     whether any amount is due from it under this Clause 11.3)
     (and,  if  so, what amount and when).  No Bank  shall  be
     obliged  to  disclose any information regarding  its  tax
     affairs and computations.

11.4 Qualifying Bank

(a)  Each  Bank party to this Agreement on the Effective  Date
     represents that it is a Qualifying Bank on the  Effective
     Date.  Any bank or financial institution which becomes  a
     Bank  after the Effective Date represents to each Obligor
     on  the date it becomes a Party that, as at that date, it
     is a Qualifying Bank.
     
(b)  If,  otherwise  than as a result of the introduction  of,
     change   in,   or   any  change  in  the  interpretation,
     administration or application of, any law or  regulation,
     any  Double Taxation Treaty or any practice or concession
     of  the United Kingdom Inland Revenue occurring after the
     date a Bank becomes a Party, the Bank is not or ceases to
     be a Qualifying Bank, no Obligor will be liable to pay to
     that  Bank  under Clause 11.1 (Gross-up)  any  amount  in
     respect  of taxes levied or imposed by the United Kingdom
     or  any  taxing authority of or in the United Kingdom  in
     excess of the amount it would have been obliged to pay if
     that  Bank  had been or had not ceased to be a Qualifying
     Bank.
     
(c)  Any   Bank  which  falls  within  paragraph  (b)  of  the
     definition  of  Qualifying  Bank  shall  deliver  to  the
     Company,  on the date it becomes a Bank, a duly completed
     form from the tax authorities in the country in which  it
     is  resident such that each Borrower may receive from the
     Inland  Revenue  a direction to that Borrower  under  the
     Double   Taxation  Relief  (Taxes  on  Income)  (General)
     Regulations 1970 that the Borrower should not, on account
     of  the relevant Double Taxation Treaty, pay any interest
     due  to  the  Bank  under  the  Finance  Documents  under
     deduction  of  United Kingdom tax.   The  Bank  concerned
     shall,   upon  the  request  of  the  relevant  Borrower,
     promptly  and duly (if it is able to do so)  execute  and
     deliver   any  and  all  such  further  instruments   and
     documents which are required for the purpose of obtaining
     such a direction.
     
(d)  Each  Bank shall notify the Company through the Agent  as
     soon  as  it  is aware that it ceases to be a  Qualifying
     Bank.

12.  MARKET DISRUPTION

(a)  If  a  Reference Bank does not supply an offered rate  by
     11.30  a.m. on the first day of any Interest Period,  the
     applicable  LIBOR shall, subject to paragraph (b)  below,
     be  determined  on  the basis of the  quotations  of  the
     remaining Reference Banks.

(b)  If, in relation to any proposed Loan:-

     (i)  no,  or only one, Reference Bank supplies a rate for
          the purposes of determining the applicable LIBOR  or
          the  Agent  otherwise determines that  adequate  and
          fair  means  do  not  exist  for  ascertaining   the
          applicable LIBOR; or
     
     (ii) the  Agent  receives notification from  Banks  whose
          participations in a Loan exceed 50 per cent. of that
          Loan that, in their opinion:-

          (A)  matching deposits may not be available to  them
               in  the London interbank market in the ordinary
               course of business to fund their participations
               in  that Loan for the relevant Interest Period;
               or
          
          (B)  the  cost to them of matching deposits  in  the
               London  interbank market would be in excess  of
               the relevant LIBOR,
          
     the  Agent  shall  promptly notify the  Company  and  the
     relevant Banks of the fact and that this Clause 12 is  in
     operation.

(c)  After any notification under paragraph (b) above:-

     (i)  in the case of the Facility A Loan, it shall be made
          or  continue but it shall have an Interest Period of
          one  month  and the interest payable  on  that  Loan
          shall   be   determined  in  accordance  with   sub-
          paragraphs (iii)-(vii) below;
     
     (ii) in  the  case  of a Facility C Loan,  unless  London
          Electricity  notifies  the  Agent  to  the  contrary
          before close of business on the day it received  the
          notification  under paragraph (b)  above,  the  Loan
          shall  still  be made but it shall have an  Interest
          Period of one month and the interest payable on that
          Loan  shall  be determined in accordance  with  sub-
          paragraphs (iii) to (vii) below;
     
     (iii)     promptly after receipt of the notification, the
          relevant  Borrower and the Agent  shall  enter  into
          negotiations in good faith for a period of not  more
          than  one month with a view to agreeing a substitute
          basis  for  determining the rate of interest  and/or
          funding  applicable  to the  Loan  affected  by  the
          notification;
     
     (iv) any  substitute  basis  agreed  under  sub-paragraph
          (iii) above shall be, with the prior consent of  all
          the Banks, binding on all the Parties;

     (v)  if   no  substitute  basis  is  agreed  under   sub-
          paragraph (iii) above, each Bank (through the Agent)
          shall  certify  on or before the  last  day  of  the
          Interest Period to which the notification relates an
          alternative  basis for maintaining its participation
          in that Loan;
     
     (vi) any  alternative basis referred to in  sub-paragraph
          (v)  above  may  include  an alternative  method  of
          fixing   the  interest  rate,  alternative  Interest
          Periods  or  alternative  currencies  but  it   must
          reflect  the  cost  to the Banks  of  funding  their
          participations  in that Loan from  whatever  sources
          each  relevant  Bank  may  reasonably  select  (each
          Bank's cost of funding being certified by that  Bank
          with  a  copy to the Agent) plus the Margin and  (if
          applicable) any MLA Cost; and
     
     (vii)      each  alternative basis so certified shall  be
          binding on the Borrowers and the certifying Bank and
          treated as part of this Agreement.

13.  INCREASED COSTS

13.1 Increased costs

(a)  Subject   to  Clause  13.2  (Exceptions),  the   relevant
     Borrower shall forthwith on demand by a Finance Party pay
     that  Finance  Party  the amount of  any  increased  cost
     incurred by it as a result of:

     (i)  the introduction of, or any change in, or any change
          in  the interpretation or application of, any law or
          regulation after the date of this Agreement; or

     (ii) compliance with any regulation made after  the  date
          of this Agreement,

     including  any  law or regulation relating  to  taxation,
     change in currency of a country or reserve asset, special
     deposit,   cash  ratio,  liquidity  or  capital  adequacy
     requirements  or  any other form of banking  or  monetary
     control.

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

     (i)  an  additional cost incurred by a Finance  Party  or
          its Holding Company as a result of the Finance Party
          having  entered into, or performing, maintaining  or
          funding its obligations under, this Agreement; or
     
     (ii) that  portion  of an additional cost incurred  by  a
          Finance  Party or its Holding Company in the Finance
          Party  making,  funding or maintaining  all  or  any
          advances comprised in a class of advances formed  by
          or including the participations in the Loans made or
          to  be  made under this Agreement as is attributable
          to  the Finance Party making, funding or maintaining
          those participations; or
     
     (iii)      a reduction in any amount payable to a Finance
          Party or its Holding Company or the effective return
          to  a  Finance Party under this Agreement or on  its
          capital or that of its Holding Company; or
     
     (iv) the amount of any payment made by a Finance Party or
          its  Holding  Company, or the amount of interest  or
          other  return  foregone by a Finance  Party  or  its
          Holding  Company,  calculated by  reference  to  any
          amount  received  or receivable by a  Finance  Party
          from any other Party under this Agreement.

(c)  A  Finance  Party  intending to make a claim  under  this
     Clause  shall  promptly notify the relevant  Borrower  in
     reasonable detail of the circumstances giving rise to the
     claim  and  the  basis  of  computation  of  that  claim.
     However,  no  Finance  Party is obliged  to  provide  any
     confidential information.

13.2 Exceptions

     Clause  13.1  (Increased costs) does  not  apply  to  any
     increased cost:-
     
     (a)  compensated for by the payment of the MLA Cost;
     
     (b)  compensated  for  by  the  operation  of  Clause  11
          (Taxes) or which would have been compensated for but
          for  the  operation  of Clause  11.4(b)  (Qualifying
          Bank);
     
     (c)  attributable to any tax on the overall net income of
          a  Bank  or its Holding Company (or the overall  net
          income  of a division or branch of the Bank  or  its
          Holding  Company)  imposed in  the  jurisdiction  in
          which  its  principal office or Facility  Office  is
          situate;
     
     (d)  attributable  to the relevant Bank (or  its  Holding
          Company) having entered into a commitment to lend to
          a  third  party  which  is,  at  the  time  of  that
          commitment,  in  breach  of  the  relevant  law   or
          regulation; or
     
     (e)  incurred  in  consequence of the implementation,  as
          contemplated at the date of this Agreement,  of  the
          matters set out in:
     
          (i)  the  report  of  the  Basle Committee  on  Bank
               Regulation and Supervisory Practices dated July
               1988 and entitled "International Convergence of
               Capital   Measurement  and  Capital  Standards"
               (including in particular but without limitation
               any   directive   of  the   Bank   of   England
               implementing   that  report   in   the   United
               Kingdom);
          
          (ii) the  Directive of the Council of  the  European
               Communities  on  a  Solvency Ratio  for  Credit
               Institutions (89/647/EEC of 18 December  1989);
               and/or
          
          (iii)      the  Directive  of  the  Council  of  the
               European  Communities on Own  Funds  of  Credit
               Institutions (89/299/EEC of 17 April 1989),
          
          unless it results from any change after the date  of
          this  Agreement  in,  or  in the  interpretation  or
          application of, those matters as contemplated on the
          date of this Agreement.
     
14.  ILLEGALITY

     If   it  is  or  becomes  unlawful  or  contrary  to  any
     regulation in any jurisdiction for a Bank to give  effect
     to  any  of  its  obligations  as  contemplated  by  this
     Agreement or to fund or maintain its participation in any
     Loan, then:-
     
     (a)   the  Bank shall promptly notify the Company through
     the Agent accordingly; and
     
     (b)       (i)   each  Borrower shall, on the  latest  day
               permitted  by  the relevant law or  regulation,
               prepay  that Bank's participation in all  Loans
               made  to  it  together with all  other  amounts
               payable   by   it  to  that  Bank  under   this
               Agreement; and
     
          (ii) the Bank's Commitments shall be cancelled.
          
15.  GUARANTEE

15.1 Guarantee

     Each Guarantor jointly and severally and irrevocably  and
     unconditionally:-

     (a)  as  principal  obligor guarantees  to  each  Finance
          Party   prompt  performance  by  EUK  of   all   its
          obligations under the Finance Documents;
     
     (b)  undertakes with each Finance Party that whenever EUK
          does  not  pay  any  amount when  due  under  or  in
          connection with any Finance Document, that Guarantor
          shall  within  two Business Days of  demand  by  the
          Agent  pay that amount as if that Guarantor  instead
          of  EUK  were expressed to be the principal obligor;
          and
     
     (c)  indemnifies  each Finance Party within two  Business
          Days   of  demand  against  any  loss  or  liability
          suffered  by  it if any obligation so guaranteed  by
          that  Guarantor is or becomes unenforceable, invalid
          or illegal.
     
15.2 Continuing guarantee

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

15.3 Reinstatement

(a)  Where   any   discharge  (whether  in  respect   of   the
     obligations  of  any Obligor, or any security  for  those
     obligations or otherwise) is made in whole or in part  or
     any  arrangement  is made on the faith  of  any  payment,
     security or other disposition which is avoided or must be
     restored on insolvency, liquidation or otherwise  without
     limitation,  the  liability of  a  Guarantor  under  this
     Clause  15 (Guarantee) shall continue as if the discharge
     or arrangement had not occurred.

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

15.4 Waiver of defences

     The  obligations  of  a Guarantor under  this  Clause  15
     (Guarantee)  will  not be affected by an  act,  omission,
     matter  or  thing  which, but for this  provision,  would
     reduce, release or prejudice any of its obligations under
     this Clause 15 (Guarantee) or prejudice or diminish those
     obligations  in whole or in part, including  (whether  or
     not known to it or any Finance Party):-
     
     (a)  any  time or waiver granted to, or composition with,
          any Obligor or other person;
     
     (b)  the taking, variation, compromise, exchange, renewal
          or  release  of, or refusal or neglect  to  perfect,
          take  up or enforce, any rights against, or security
          over  assets of, any Obligor or other person or  any
          non-presentation or non-observance of any  formality
          or other requirement in respect of any instrument or
          any  failure  to  realise  the  full  value  of  any
          security;
     
     (c)  any incapacity or lack of powers, authority or legal
          personality  of  or dissolution  or  change  in  the
          members  or  status  of  any Obligor  or  any  other
          person;
     
     (d)  any  variation (however fundamental) or  replacement
          of  a  Finance  Document or any  other  document  or
          security so that references to that Finance Document
          in  this  Clause 15 (Guarantee) shall  include  each
          variation or replacement;
     
     (e)  any  unenforceability, illegality or  invalidity  of
          any  obligation  of  any person  under  any  Finance
          Document or any other document or security,  to  the
          intent  that the obligations of the Guarantor  under
          this  Clause  15  (Guarantee) shall remain  in  full
          force and its guarantee be construed accordingly, as
          if  there  were  no unenforceability, illegality  or
          invalidity; or
     
     (f)  any   postponement,   discharge,   reduction,   non-
          provability or other similar circumstance  affecting
          any  obligation  of  any Obligor   under  a  Finance
          Document  resulting from any insolvency, liquidation
          or   dissolution  proceedings  or  from   any   law,
          regulation  or  order so that each  such  obligation
          shall  for  the purposes of the obligations  of  the
          Guarantor  under  this  Clause  15  (Guarantee)   be
          construed as if there were no such circumstance.
     
15.5 Immediate recourse

     Each  Guarantor  waives any right it may  have  of  first
     requiring any Finance Party (or any trustee or  agent  on
     its  behalf)  to  proceed against or  enforce  any  other
     rights  or  security or claim payment  from  any  Obligor
     before claiming from that Guarantor under this Clause  15
     (Guarantee).

15.6 Appropriations

     Until  all amounts which may be or become payable by  any
     Obligor under or in connection with the Finance Documents
     have  been  irrevocably paid in full, each Finance  Party
     (or any trustee or agent on its behalf) may:-
     
     (a)  refrain from applying or enforcing any other moneys,
          security or rights held or received by that  Finance
          Party  (or  any trustee or agent on its  behalf)  in
          respect  of those amounts, or apply and enforce  the
          same  in  such  manner  and order  as  it  sees  fit
          (whether against those amounts or otherwise) and  no
          Guarantor  shall be entitled to the benefit  of  the
          same; and
     
     (b)  hold  in  an  interest bearing suspense account  any
          moneys  received  from  EUK or  on  account  of  the
          liability  of  a  Guarantor  under  this  Clause  15
          (Guarantee).
     
15.7 Non-competition

     Until  all amounts which may be or become payable by  any
     Obligor under or in connection with the Finance Documents
     have  been  irrevocably paid in full, no Guarantor  shall
     after  a  claim has been made or by virtue of any payment
     or performance by it under this Clause 15 (Guarantee):-
     
     (a)  be  subrogated  to  any rights, security  or  moneys
          held,  received or receivable by any  Finance  Party
          (or  any  trustee  or agent on  its  behalf)  or  be
          entitled  to any right of contribution or  indemnity
          in respect of any payment made or moneys received on
          account  of  that Guarantor's liability  under  this
          Clause 15 (Guarantee);
     
     (b)  claim,  rank,  prove or vote as a  creditor  of  any
          Obligor  or  its  estate  in  competition  with  any
          Finance  Party  (or  any trustee  or  agent  on  its
          behalf); or
     
     (c)  receive,  claim or have the benefit of any  payment,
          distribution or security from or on account  of  any
          Obligor  ,  or  exercise any  right  of  set-off  as
          against any Obligor .
     
     Each Guarantor shall hold in trust for and forthwith  pay
     or  transfer  to  the Agent for the Finance  Parties  any
     payment  or distribution or benefit of security  received
     by it contrary to this Clause 15.7.

15.8 Additional security

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

16.  REPRESENTATIONS AND WARRANTIES

16.1 Representations and warranties

     Each Obligor makes the representations and warranties set
     out in this Clause 16 (Representations and warranties) to
     each   Finance  Party  in  respect  of  itself  and   its
     Subsidiaries.

16.2 Status

(a)       (i)   In  the  case  of an Obligor  incorporated  in
          England,  it  is a limited liability  company,  duly
          incorporated   and   validly  existing   under   the
          Companies Act 1985; and

          (ii)  in the case of an Obligor formed in the  State
          of Delaware, it is a limited liability company, duly
          formed, validly existing and in good standing  under
          the laws of the State of Delaware; and

(b)  it  has  the  power to own its assets and  carry  on  its
     business as it is being conducted.

16.3 Powers and authority

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

16.4 Legal validity

     Each  Finance Document to which it is or will be a  party
     constitutes,  or  when executed in  accordance  with  its
     terms  will  constitute, its legal,  valid,  binding  and
     enforceable obligation.

16.5 Non-conflict

     The  entry  into  and  performance  by  it  of,  and  the
     transactions  contemplated by, the Finance  Documents  do
     not and will not:-
     
     (a)  conflict  with  any law or regulation,  judicial  or
          official   order   or   any   Licence   or   Licence
          Undertaking; or
     
     (b)  conflict with its constitutional documents; or
     
     (c)  conflict with any document which is binding upon any
          Obligor  or  any other member of the  Group  or  any
          asset  of  any  Obligor or any other member  of  the
          Group  to  an  extent  or in a manner  which  has  a
          Material Adverse Effect.
     
16.6 No default

(a)  No  Event  of  Default or (unless this representation  is
     being repeated or deemed to be repeated on the date of  a
     Request or a Drawdown Date in respect of a Rollover  Loan
     or  the first day of an Interest Period for a Facility  A
     Loan  commencing after the Effective Date) other  Default
     is outstanding or will result from any Loan; and

(b)  no other event is outstanding which constitutes a default
     under any document which is binding on any Obligor or any
     other member of the Group or any asset of any Obligor  or
     any other member of the Group to an extent or in a manner
     which has a Material Adverse Effect.

16.7 Authorisations

     Subject to due registration of any Debenture at Companies
     House  under section 395 of the Companies Act  1985,  all
     authorisations required by any UK or US law or the  terms
     of  any Licence or Licence Undertaking in connection with
     the  entry into, performance, validity and enforceability
     of,  and  the  transactions contemplated by, the  Finance
     Documents have been obtained or effected (as appropriate)
     and are in full force and effect.

16.8 Accounts

(a)  In  the  case  of  the Company, the audited  consolidated
     accounts  of  the  Group most recently delivered  to  the
     Agent under this Agreement:-

     (i)  have  been  prepared in accordance  with  Applicable
          Accounting Principles; and
     
     (ii) fairly    represent   the   consolidated   financial
          condition of the Group as at the date to which  they
          were drawn up.
     
(b)  In  the  case of EUK and London Electricity, its  audited
     consolidated  accounts  most recently  delivered  to  the
     Agent:-

     (i)  have  been  prepared in accordance  with  Applicable
          Accounting Principles; and
     
     (ii) fairly    represent   its   consolidated   financial
          condition  as at the date to which they  were  drawn
          up.

16.9 Litigation

     No  litigation, arbitration or administrative proceedings
     are, to its knowledge, current, pending or threatened:
     
     (a)  to  restrain the entry into, exercise of any of  its
          rights,  and/or  performance or  enforcement  of  or
          compliance  with any of its obligations,  under  the
          Finance Documents; or
     
     (b)  which have a Material Adverse Effect.

16.10     Information Memorandum

(a)  All   material  factual  information  contained  in   the
     Information  Memorandum was true  (or,  in  the  case  of
     information provided by any person other than an  Obligor
     or  its  advisers, was true to the best of its  knowledge
     and belief) in all material respects at the date (if any)
     ascribed to it in the Information Memorandum or (if none)
     at  the date of the relevant component of the Information
     Memorandum;

(b)  any expressions of opinion or intention and any forecasts
     and  projections contained in the Information  Memorandum
     were  arrived  at  in  good  faith  and  were  based   on
     reasonable assumptions which that Obligor believes to  be
     true; and

(c)  as  at  the  Effective Date, the Information  Memorandum,
     taken  as  a  whole, was not misleading in  any  material
     respect  and did not omit to disclose any matter  failure
     to   disclose   which  would  result  in   any   material
     information contained in the Information Memorandum being
     misleading in any material respect in the context of  the
     Finance Documents.

16.11     Environmental Matters

(a)  Each  Obligor  and  each other member of  the  Group  has
     obtained all material Environmental Licences required for
     the carrying on of its business as then conducted and  is
     in compliance in all material respects with:
     
     (i)  the  terms  and  conditions of  those  Environmental
          Licences; and
          
     (ii) all other applicable Environmental Law,
          
     which,  in  each case, if not obtained or complied  with,
     has  a  Material  Adverse Effect and there  are,  to  its
     knowledge, no circumstances which may materially  prevent
     or interfere with such compliance in the future which, if
     not complied with, have a Material Adverse Effect;
          
(b)  so  far  as it is aware, no Dangerous Substance has  been
     used,   disposed  of,  generated,  stored,   transported,
     dumped,  released, deposited, buried or  emitted  at,  on
     from or under any site or premises (whether or not owned,
     leased,  occupied  or controlled by any  Obligor  or  any
     other member of the Group and including any offsite waste
     management  or disposal location utilised by any  Obligor
     or  any other member of the Group) in circumstances where
     this has a Material Adverse Effect; and
     
(c)  so  far  as it is aware, there is no Environmental  Claim
     (whether  in respect of any site previously or  currently
     owned  or occupied by any Obligor or any other member  of
     the  Group or otherwise) pending or threatened, and there
     are  no  past  or  present  acts,  omissions,  events  or
     circumstances that would be likely to form the  basis  of
     any  Environmental Claim (whether in respect of any  site
     previously or currently owned or occupied by any  Obligor
     or  any  other member of the Group or otherwise), against
     it  which,  in  each  case, is reasonably  likely  to  be
     determined against it and which, if so determined, has  a
     Material Adverse Effect.
     
16.12     Assets

     Each Obligor is the legal and/or beneficial owner of  all
     its  material  assets  free from any  Security  Interests
     (other  than  any  Security  Interests  permitted   under
     Clause 17.9(b) (Negative pledge)).

16.13     Ownership

     Each  Obligor confirms that the corporate structure chart
     set  out  in  Schedule 7 is accurate as at the  Effective
     Date  and, as at the Effective Date, neither EUK nor  any
     Additional  Guarantor  has any  material  commitments  or
     Financial Indebtedness other than as contemplated by  the
     Finance Documents.

16.14     Licence

     In the case of London Electricity and as at the Effective
               Date:-
     
     (a)  the Licence is in full force and effect;

     (b)  there exist no material breaches of the terms of the
          Licence or Licence Undertakings; and

     (c)  there  are no circumstances in existence which would
          entitle  the  Director General or the  Secretary  of
          State to seek to revoke the Licence.

16.15     No insolvency

     As  at  the  Effective Date no insolvency, bankruptcy  or
     similar  proceedings  have been  instituted  by  (and  in
     relation to) or against or threatened against any Obligor
     or Material Subsidiary.

16.16     Times for making representations and warranties

     The  representations  and  warranties  set  out  in  this
     Clause 16 (Representations and warranties):-
     
     (a)            are  made by each Obligor on the Effective
                    Date; and
     
     (b)  (with  the  exception of Clauses 16.10  (Information
          Memorandum), 16.13 (Ownership), 16.14 (Licence)  and
          16.15 (No insolvency)) are deemed to be made by each
          Obligor  on the date of each Request and  the  first
          day  of  each Interest Period with reference to  the
          facts and circumstances then existing.
     
16.17     Qualifications to representations

     The  representations and warranties contained in  Clauses
     16.4  (Legal  validity)  and 16.7 (Authorisations)  shall
     (where applicable) be subject, as to matters of law only,
     to  the qualifications in the legal opinions referred  to
     in Part I of Schedule 2 to the Restatement Agreement.

17.  UNDERTAKINGS

17.1 Duration

     The  undertakings in this Clause 17 (Undertakings) remain
     in  force from the date of this Agreement for so long  as
     any  amount is or may be outstanding under this Agreement
     or  any  Commitment  is  in force  and  are  made  (where
     applicable)  by  itself  in  respect  of   it   and   its
     Subsidiaries.

17.2 Financial information

(a)  The  Company  shall  supply to the  Agent  in  sufficient
     copies for all the Banks:-

     (i)  as  soon as the same are available (and in any event
          within  120  days  of  the  end  of  each  of  their
          financial  years) the audited or  (in  the  case  of
          London  Electricity) unaudited consolidated accounts
          of  EUK, the Company and London Electricity for that
          financial year;
     
     (ii) as  soon as the same are available (and in any event
          within 60 days of the end of the first half-year  of
          each of their financial years and within 45 days (in
          the case of the Company) or 60 days (in the case  of
          EUK)  of  the end of each quarter of each  of  their
          financial years) the unaudited consolidated accounts
          for  that half-year or that quarter, as the case may
          be, of EUK and the Company;
     
     (iii)      as  soon as the same are available (and in any
          event  within 60 days of the end of the first  half-
          year  of each of its financial years), the unaudited
          consolidated accounts for that half-year  of  London
          Electricity; and
     
     (iv) as  soon as the same are available (and in any event
          within  210 days of the end of each of its financial
          years) the audited unconsolidated accounts of London
          Electricity for that year.
     
(b)            The  Company  shall  supply  to  the  Agent  in
               sufficient copies for all the Banks:-

          (i)    together  with  its  accounts  specified   in
          paragraph (a)(i) above, a certificate signed by  its
          auditors   setting   out   in   reasonable    detail
          computations   establishing   compliance   or   non-
          compliance  with Clause 17.26 (Financial  covenants)
          as  at  the date to which those accounts were drawn-
          up;
          
     (ii) together  with its accounts specified  in  paragraph
          (a)(ii)  above, a certificate signed by two  of  its
          senior authorised officers on its behalf setting out
          in   reasonable  detail  computations   establishing
          compliance  or  non-compliance  with  Clause   17.26
          (Financial covenants) as at the date to which  those
          accounts were drawn-up; and
          
     (iii)      within 5 Business Days of them being delivered
          to the Director General under Condition 2 of Part II
          of  the Licence, the accounting statements delivered
          to the Director General by London Electricity.
     
17.3 Information - miscellaneous

     Each Obligor shall supply to the Agent:-
     
     (a)  all  documents despatched by it to its creditors (or
          any  class  of  them), other than any  creditors  in
          respect  of  Subordinated Debt or  the  Subordinated
          Debentures, at the same time as they are despatched;
     
     (b)  promptly upon becoming aware of them, details of any
          litigation,     arbitration    or     administrative
          proceedings   which  are  current,   threatened   or
          pending, and which:
     
          (i)  if   adversely  determined,  have  a   Material
               Adverse Effect; or
          
          (ii) would  involve liability or potential liability
               of BPS10,000,000 or more (or its equivalent  in
               other currencies); or
          
          (iii)       involves   the   Director-General,   the
               Secretary of State, the Licence or any  Licence
               Undertaking;
     
     (c)  promptly  upon  becoming  aware  that  any  material
          modifications to the Licence are being  proposed  by
          the  Director  General or London Electricity  and/or
          that  any Licence Undertaking is being requested  by
          the  Director  General or the  Secretary  of  State,
          reasonable  details  of those  modifications  and/or
          that Licence Undertaking, to be updated from time to
          time to reflect any changes;
     
     (d)  unless  the Agent has already received them,  copies
          of  any Licence Undertakings in force at the date of
          the  Acquisition and thereafter, promptly after  the
          giving of any Licence Undertaking; and
     
     (e)  promptly, such further information in the possession
          or  control of any member of the Group regarding its
          financial  condition and operations as  any  Finance
          Party  may reasonably request and which the  Obligor
          is  able  to  provide  without breaching  any  legal
          obligation or regulation,
     
     in  sufficient copies for all of the Banks, if the  Agent
     so requests.
     
17.4 Notification of Default

(a)  Each  Obligor shall  notify the Agent of any Default (and
     the  steps,  if any, being taken to remedy  it)  promptly
     upon becoming aware of its occurrence.
     
(b)  Each  Obligor  shall  notify the Agent of  any  event  of
     default  or  potential  event of default  under  the  EIL
     Facility Agreement (and the steps, if any being taken  to
     remedy   it)   promptly  upon  becoming  aware   of   its
     occurrence.

17.5 Compliance certificates/accounting matters

(a)  The Company shall supply to the Agent:-
     
     (i)  together    with   its   accounts    specified    in
          Clause 17.2(a) (Financial information); and
     
     (ii)  promptly  at  any  other  time,  if  the  Agent  so
     requests,
     
     a certificate signed by two of its senior officers on its
     behalf certifying that no Default is outstanding or, if a
     Default  is outstanding, specifying the Default  and  the
     steps, if any, being taken to remedy it.

(b)  If,  at  any  time after the date of this Agreement,  any
     material  change  is  made to the  Applicable  Accounting
     Principles,  the Company shall notify the  Agent  of  the
     change  and, in the absence of any agreement between  the
     Company and the Agent (acting on the instructions of  the
     Majority Banks) to the contrary, the Company shall ensure
     that the Auditors provide a description of the change and
     the adjustments which would be required to be made to the
     latest  accounts or financial statements  so  that  those
     accounts  or financial statements reflect the  Applicable
     Accounting Principles, and any reference to any financial
     statements  or  accounts delivered under  this  Agreement
     shall  be  construed as a reference to those accounts  or
     financial   statements  as  adjusted   to   reflect   the
     Applicable Accounting Principles.

(c)  The Company shall ensure that each set of accounts to  be
     delivered  by  it under this Agreement are  prepared  and
     audited  (in  the  case of its annual  accounts)  by  the
     Auditors  in  accordance with the  Applicable  Accounting
     Principles,  subject  to  any variations  which  are  not
     material or, if material, have been agreed in writing  by
     the Majority Banks.

17.6 Authorisations

     Each Obligor shall promptly:-
     
     (a)  obtain, maintain and comply with the terms of; and
     
     (b)  supply certified copies to the Agent of,
     
     any  authorisation  required  by  it  under  any  law  or
     regulation to enable it to perform its obligations under,
     or  for  the  validity or enforceability of, any  Finance
     Document.

17.7 Environmental matters

     Each  Guarantor shall, and the Company shall procure that
     each member of the Group will:

     (a)  obtain  all  requisite  Environmental  Licences  and
          comply in all material respects with:

          (i)  the  terms  and conditions of all Environmental
               Licences applicable to it; and

          (ii) all other applicable Environmental Laws,
          
          in  each  case where failure to do so has a Material
          Adverse Effect; and

     (b)  promptly upon receipt of the same, notify the  Agent
          of  any  claim, notice or other communication served
          on  it  in  respect  of  any alleged  breach  of  or
          corrective or remedial obligation or liability under
          any Environmental Law which, if substantiated, has a
          Material Adverse Effect.

17.8 Pari passu ranking

     Each  Obligor shall procure that its payment  obligations
     under  the  Finance Documents do and will rank  at  least
     pari   passu  with  all  its  other  present  and  future
     unsecured  payment  obligations, except  for  obligations
     which  are  mandatorily  preferred  by  law  applying  to
     companies generally.

17.9 Negative pledge

(a)  No  Obligor shall, and the Company shall procure that  no
     other  member  of  the Group will, create  or  permit  to
     subsist any Security Interest on any of its assets.
     
(b)  Paragraph (a) does not apply to:
     
     (i)  any lien or right of set-off arising by operation of
          law  (or  by an agreement having similar effect)  in
          the ordinary course of business; or
     
     (ii) pledges  of  goods, the related documents  of  title
          and/or other related documents arising or created in
          the ordinary course of business of any member of the
          London  Electricity  Group  as  security  only   for
          indebtedness owed to a bank or financial institution
          directly  relating to the goods or documents  on  or
          over which that pledge exists; or
     
     (iii)      any  Security Interest arising  out  of  title
          retention  or  conditional  sale  provisions  in   a
          supplier's  standard conditions of supply  of  goods
          acquired  by  any  member of the London  Electricity
          Group in the ordinary course of its business; or
     
     (iv) any  Security Interest created under the Pooling and
          Settlement Agreement; or
     
     (v)  any  Security Interest existing on an asset  at  the
          time  of the acquisition of the asset by any  member
          of  the  London Electricity Group after the date  of
          this Agreement, but only if:
     
          (A)  the  Security  Interest  was  not  created   in
               contemplation of the acquisition;
          
          (B)  the  principal amount secured by  the  Security
               Interest    is   not   increased   after    the
               acquisition; and
          
          (C)  the  Security  Interest  is  discharged  within
               180 days of the acquisition; or
          
     (vi) any  Security Interest existing on the assets  of  a
          company  at  the  time it becomes a  member  of  the
          London  Electricity Group after  the  date  of  this
          Agreement, but only if:
          
          (A)  the  Security  Interest  was  not  created   in
               contemplation of the relevant company  becoming
               a member of the London Electricity Group;
          
          (B)  the  principal amount secured by  the  Security
               Interest  is  not increased after the  relevant
               company   becomes  a  member  of   the   London
               Electricity Group; and
          
          (C)  the  Security  Interest  is  discharged  within
               180  days  of the relevant company  becoming  a
               member of the London Electricity Group; or
          
     (vii)     any Security Interest which:-
          
          (A)  constitutes a contractual right of any bank  or
               financial  institution  to  apply  any   credit
               balance maintained by any member of the  London
               Electricity  Group with that bank or  financial
               institution against any amount due and  payable
               to  such bank or financial institution by  that
               or  any  other member of the London Electricity
               Group; and
               
          (B)  arises  in connection with the relevant  London
               Electricity  Group  member's  ordinary  banking
               arrangements   (including  a  cash   management
               scheme); or
          
     (viii)    any Security Interest created:
     
          (A)  by  the Debentures; or over any Excluded  Asset
               (as  defined  in  a Debenture  executed  by  an
               Obligor in corporated in the U.S.A.); or
          
          (B)  with the approval of the Majority Banks; or
     
     (ix) any  Security Interest created or existing over  the
          assets of a Project Finance Subsidiary, or over  the
          shares  (or  like  interest in  the  capital)  of  a
          Project Finance Subsidiary, securing Project Finance
          Indebtedness; or
     
     (x)  any other Security Interest created or existing over
          the  assets  of any member of the London Electricity
          Group  not falling within any of paragraphs  (i)  to
          (ix) above so long as the aggregate principal amount
          of    outstanding   indebtedness   of   the   London
          Electricity  Group  secured  by  all  the   Security
          Interests permitted under this sub-paragraph (x)  at
          any  time,  together  with the  aggregate  principal
          amount  of  all  outstanding indebtedness  permitted
          under  Clause  17.10(b)  (Transactions  similar   to
          security) at that time, does not exceed BPS50,000,000
          (or its equivalent in other currencies).

(c)  Notwithstanding the above, the Company shall  not  create
     or  permit to subsist any Security Interest on any of the
     share  capital of London Electricity other than  pursuant
     to a Debenture.
          
17.10     Transactions similar to security

(a)  Subject to paragraph (b) below, no Obligor shall, and the
     Company  shall procure that no other member of the  Group
     will:-
     
     (i)  sell,  transfer or otherwise dispose of any  of  its
          assets on terms whereby it is or may be leased to or
          re-acquired or acquired by a member of the Group  or
          any of its related entities; or

     (ii) sell,  transfer or otherwise dispose of any  of  its
          receivables on terms that recourse may be had to the
          vendor   in  the  event  of  non-payment  of   those
          receivables when due, except for the discounting  of
          bills or notes in the ordinary course of trading,

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

(b)  Any member of the London Electricity Group may enter into
     transactions otherwise prohibited by paragraph (a)  above
     so  long as the aggregate principal amount of outstanding
     indebtedness of the London Electricity Group  in  respect
     of  all such transactions at any time, together with  the
     aggregate  principal  amount of all  outstanding  secured
     indebtedness permitted under Clause 17.9(b)(x)  (Negative
     pledge) at that time, does not exceed BPS50,000,000 (or its
     equivalent in other currencies).

17.11     Disposals

(a)  The Company shall not sell, transfer or otherwise dispose
     of  or  cease to exercise control over any of  the  share
     capital of London Electricity except under or pursuant to
     the Debenture executed by it.

(b)  No  Obligor shall, and the Company shall procure that  no
     other  member  of  the Group will,  either  in  a  single
     transaction  or  in  a  series of  transactions,  whether
     related  or not and whether voluntarily or involuntarily,
     sell,  transfer, grant or lease or otherwise  dispose  of
     all  or  any  part  of its assets (all such  transactions
     being "disposals" for the purpose of this Clause).

(c)  Paragraph  (b) does not apply to the following  disposals
     (if   made   on  arm's  length  terms  or  permitted   by
     Clause 17.20 (Arm's length terms)):-

     (i)  disposals made in the ordinary course of business of
          the disposing entity; or
     
     (ii) disposals made by a member of the London Electricity
          Group   of  assets  in  exchange  for  other  assets
          comparable  or  superior  as  to  type,  value   and
          quality; or
     
     (iii)      disposals  made  by  a member  of  the  London
          Electricity Group of obsolete or surplus  assets  no
          longer  required  for the purpose  of  the  relevant
          person's business; or
     
     (iv) the  payment of cash not otherwise prohibited by the
          terms of any Finance Document; or
     
     (v)  disposals  by  one member of the London  Electricity
          Group  to  another member of the London  Electricity
          Group (other than a Project Finance Subsidiary), but
          only  if,  in  the  case of a Subsidiary  of  London
          Electricity  to  whom  the assets  are  transferred,
          London  Electricity owns directly or  indirectly  at
          least  a  corresponding percentage of the  ownership
          interest  in  the transferee Subsidiary  as  in  the
          transferor Subsidiary or disposals from one  Obligor
          to another Obligor; or
     
     (vi) other disposals of assets which are integral to  the
          distribution and supply of electricity activities of
          the  London Electricity Group to the extent that the
          value  of  those  assets  disposed  of  during   any
          financial  year of London Electricity is  less  than
          BPS20,000,000 (as determined  by  reference  to  the
          audited   consolidated  balance  sheet   of   London
          Electricity as at the end of the relevant  financial
          year or, in the case of any such asset which was not
          taken  into account for the purposes of that balance
          sheet, its book value at the date of disposal); or
     
     (vii)      other disposals of assets not referred  to  in
          paragraph (vi) above to the extent that the value of
          those  assets disposed of during any financial  year
          of London Electricity is less than BPS50,000,000 (as
          determined  by reference to the audited consolidated
          balance sheet of London Electricity as at the end of
          the  relevant financial year or, in the case of  any
          such asset which was not taken into account for  the
          purposes  of that balance sheet, its book  value  at
          the date of disposal); or
     
     (viii)     disposals  made  by  a member  of  the  London
          Electricity  Group of receivables  on  arm's  length
          terms up to a maximum value:
     
          (1)  of BPS20,000,000,   at  any   time   when   the
               Capitalisation  Ratio is in excess  of  65  per
               cent.; or
          
               (2)  of BPS50,000,000  at  any  time  when  the
               Capitalisation Ratio is less than or  equal  to
               65 per cent.; or
     
          (3)  in excess of the relevant limit of BPS20,000,000
               or BPS50,000,000, as appropriate, but only if the
               net  proceeds of any such excess disposals  are
               applied in accordance with this Agreement in or
               towards prepayment of, first, Facility C  Loans
               and  then Facility A Loans.  The Total Facility
               A   Commitments   and  the  Total  Facility   C
               Commitments shall be reduced by an amount equal
               to the relevant prepayment; or
     
     (ix) any other disposal approved by the Majority Banks.

17.12     Change of business

     The  Company shall procure that no substantial change  is
     made  to  the general nature or scope of the business  of
     the Company or the Group from that carried on at the date
     of   this   Agreement  or  those  which  are  usual   for
     electricity  companies in the United Kingdom  as  at  the
     date  of  this Agreement, including, without  limitation,
     electricity    distribution,   supply   and   generation,
     electrical  contracting and business activities  relating
     to the gas, telecommunication and water industries.

17.13     Holding Company

(a)  The  Company shall not carry on any business (other  than
     (i)  the holding of shares in, the making of loans to and
     the  provision of administrative services to, members  of
     the  Group  and  (ii) the holding of general  partnership
     interests in ELC, the execution, delivery and performance
     of  Subordinated  Debentures and the execution,  delivery
     and  performance  of  the Subordinated  Capital  Security
     Guarantee)  or acquire any assets other than  cash,  cash
     equivalents  or  shares in (or loans to) members  of  the
     Group or general partnership interests in ELC.

(b)  No  Additional  Guarantor shall  carry  on  any  business
     (other than the holding of shares in, the making of loans
     to  and  the  provision  of administrative  services  to,
     members  of the Group or Obligors) or acquire any  assets
     other  than cash, cash equivalents or shares in (or loans
     to) members of the Group or Obligors.

(c)  No Guarantor shall create or acquire any new Subsidiaries
     (other than a member of the London Electricity Group).
     
17.14     Mergers and acquisitions

(a)  No  Obligor shall, and the Company shall procure that  no
     other   member  of  the  Group  will,  enter   into   any
     amalgamation, demerger, merger or reconstruction,  except
     for any amalgamation, merger or reconstruction between  a
     member  of  the  Group  (other than  a  Borrower  or  the
     Licenceholder) and any other member of the  Group  (other
     than a Borrower or the Licenceholder).

(b)  No  Obligor shall, and the Company shall procure that  no
     other  member  of the Group will, acquire any  assets  or
     business  or make any investment if the assets,  business
     or  investment is substantial in relation to the Group  ,
     except for:
     
     (i)  acquisitions  or  investments made in  the  ordinary
          course of business;
     
     (ii) capital  expenditure and any other  expenditure,  in
          either  case in connection with compliance with  the
          Licence,  any  Licence  Undertaking  or  any   other
          applicable law or regulation;
     
     (iii)      investments contemplated by the implementation
          of the capital structure referred to in paragraph  5
          of Part I of Schedule 2 to the Restatement Agreement
          or  any  other  investment by an  Obligor  or  other
          member  of  the  Group in another Obligor  or  other
          member of the Group; and
     
     (iv) other acquisitions or investments, the consideration
          for which does not exceed (on a cumulative basis) 20
          per  cent.  of the Adjusted Capital and Reserves  at
          such  time  (or its equivalent in other currencies),
          and  no  Default is then outstanding or will  result
          from the acquisition or investment.
          
17.15     Distributions

(a)  No  Guarantor shall declare, recommend, make or  pay  any
     dividend,  distribution or payment (including by  way  of
     redemption, repurchase, defeasance, retirement, return or
     repayment)  to  any of its shareholders (other  than  any
     payment due to its shareholders for goods and/or services
     received  or provided in the ordinary course of business)
     or  make  any  payment (including by way  of  redemption,
     repurchase,  defeasance, retirement, return or  repayment
     and  including the payment of interest) in respect of any
     Subordinated  Debt, if a Default is outstanding  or  will
     result   from   the   relevant   dividend,   payment   or
     distribution.

(b)  Each  Guarantor shall, and the Company shall procure that
     London Electricity will:

     (i)  pay dividends to its shareholders; or
     
     (ii) provide funds by way of the making of a loan or  the
          payment of interest on a loan or the repayment of  a
          loan to its shareholders,
     
     in  each case in the amount available to it and necessary
     to  enable  EUK  to  perform its  obligations  under  the
     Finance  Documents.   However, a  Guarantor's  obligation
     under  this  paragraph  does  not  extend  to  making  or
     procuring a payment or providing or procuring funds if it
     would  be  contrary to any law or regulation or  (in  the
     case  of London Electricity) would breach the Licence  or
     any Licence Undertaking.  Without limiting the above,  if
     London Electricity could make a payment or provide  funds
     by  complying with Section 155 of the Companies Act  1985
     and London Electricity is able to do so, then the Company
     shall  procure  that London Electricity  shall  take  the
     necessary  steps under Section 155-158 of  the  Companies
     Act 1985 to enable the payment to be made or the relevant
     funds to be provided.

17.16     Lending and borrowing

(a)  No  Obligor  (other than London Electricity) shall  incur
     any Financial Indebtedness other than:-

     (i)  under the Finance Documents;

     (ii) under  the  Subordinated Capital Security  Guarantee
          and the Subordinated Debentures;

     (iii)     under the Intercompany Notes;

     (iv) to another Obligor;
     
     (v)  Financial Indebtedness specified in paragraph (g) of
          its  definition  in  Clause  1.1  (Definitions)  and
          complying with Clause 17.17 (Hedging);
     
     (vi) where the net proceeds of the Financial Indebtedness
          are used to prepay the Facility A Loans in whole; or
     
     (vii)       where  the  net  proceeds  of  the  Financial
          Indebtedness  are used solely to prepay the Facility
          A Loans in part and:
     
          (A)  the  Financial Indebtedness is unsecured except
               to  the extent secured under the Debentures  or
               is  subordinated to the Financial  Indebtedness
               under the Finance Documents;
          
          (B)  if  the Financial Indebtedness is secured under
               the Debentures, the creditors of that Financial
               Indebtedness  (or their agent or trustee)  have
               entered   into   an   intercreditor   agreement
               providing  that, for so long as any  amount  is
               outstanding  under Facility A, the Banks  shall
               maintain control of voting rights with  respect
               to the security created under the Debentures;
          
          (C)  the Financial Indebtedness:-
          
               (1)  does not have a maturity date;
               
               (2)  is  not  voluntarily prepayable (otherwise
                    than on a pro rata basis with Facility A);
                    and
               
               (3)  does not amortize,
               
               prior  to the Facility A Final Repayment  Date;
               and
          
          (D)  after  the  Financial Indebtedness is  incurred
               and  the  Facility A Loan(s) partially prepaid,
               no Default will then be outstanding.

(b)  The Company will procure that the aggregate Borrowings of
     London Electricity and its Subsidiaries taken together on
     a  consolidated basis plus (to the extent  not  otherwise
     included  in Borrowings of London Electricity and/or  its
     Subsidiaries and without double counting) the  amount  of
     any   actual   or   contingent  liabilities   of   London
     Electricity and/or its Subsidiaries:

     (i)  for  Borrowings at that time of any person in  which
          London Electricity or any of its Subsidiaries has an
          ownership interest; or
     
     (ii) to  provide  funds by loan, subscription  for  share
          capital  or  otherwise to any person (other  than  a
          member  of  the London Electricity Group)  in  which
          London Electricity or any of its Subsidiaries has an
          ownership interest,
     
     will not exceed the aggregate of:
     
     (A)  the  outstanding principal amount from time to  time
          of the Facility C Loans;
          
     (B)  the  principal  amount of all  Borrowings  of  those
          companies outstanding at the date London Electricity
          became a member of the Group;
     
     (C)  the  outstanding principal amount from time to  time
          of  all Borrowings of those companies for which  the
          only  creditor is the Company or Entergy UK  Finance
          Limited;
          
     (D)  any   Borrowing   of  any  member  of   the   London
          Electricity  Group where there is  recourse  falling
          within  paragraph  (b)(iii)  of  the  definition  of
          "Project   Finance  Indebtedness"  in   Clause   1.1
          (Definitions) outstanding from time to time; and
     
     (E)  the  amount which, when aggregated with the  amounts
          referred  to  in  sub-paragraphs (A),  (B)  and  (D)
          above, equals BPS600,000,000.
          
(c)  No  Obligor will, and each Obligor will procure  that  no
     member  of the Group will, be the creditor in respect  of
     any Borrowings, other than:
     
     (i)  any Borrowing entered into with the prior consent of
          the Majority Banks;
     
     (ii) any  Borrowing under paragraph (b) of the definition
          of  "Borrowings" where trade credit is  extended  by
          any  member of the Group on normal commercial  terms
          and  in  the  ordinary course  of  its  business  on
          substantially   the  same  terms  (or   terms   more
          favourable  to  it) and in similar circumstances  as
          for  trade credit extended prior to the date of this
          Agreement by London Electricity;
     
     (iii)      loans  made  by  one member of  the  Group  to
          another  member of the Group or Obligor  or  by  one
          Obligor to another Obligor or member of the Group;
     
     (iv) cash  deposits made by a member of the  Group  at  a
          bank   or   other  financial  institution   or   any
          commercial  paper rated A1 or higher by  Standard  &
          Poor's Rating Group (or any of its successors) or P1
          or higher by Moody's Investors Service, Inc. (or any
          of its successors) held by any member of Group;
     
     (v)  the Intercompany Notes; or
     
     (vi) Borrowings   not   otherwise  permitted   under   to
          paragraphs  (i) to (v) above in an aggregate  amount
          for the Group as a whole at any time outstanding not
          exceeding BPS40,000,000.
     
(d)  Without  prejudice to paragraph (a) above and unless  the
     Majority Banks otherwise consent (such consent not to  be
     unreasonably  withheld), the Company shall  procure  that
     London  Electricity does not repay or  redeem  the  Bonds
     otherwise  than  as  may  be  required  by  the  relevant
     bondholders in accordance with the terms of the Bonds.

17.17     Hedging

(a)  Subject to paragraph (b) below, no Obligor shall, and the
     Company shall ensure that none of its Subsidiaries  will,
     enter  into any interest rate swap, cap, ceiling,  collar
     or  floor or any currency swap, futures, foreign exchange
     or commodity contract or option (whether over the counter
     or  exchange traded) or any similar treasury transaction,
     other  than spot foreign exchange contracts entered  into
     in  the ordinary course of business, and transactions for
     the   hedging  of  actual  or  projected  interest  rate,
     currency  and/or commodity and/or energy price  exposures
     arising in the ordinary course of the business activities
     of that member of the Group.

(b)       (i)   It  is  the policy of the Company and  EUK  to
          ensure  that  the interest rate on at least  50  per
          cent. of the aggregate of the outstanding Facility A
          Loan(s) and the Facility C Loans is either fixed  or
          subject  to  a  cap  (the level  of  which  must  be
          acceptable  to  the Arrangers (acting  reasonably)),
          based  on  current  market rates  at  the  time  the
          relevant hedging arrangement is put in place and for
          an  average period of not less than three years from
          the  date  upon  which London Electricity  became  a
          member of the Group.

     (ii) The  Company  and EUK confirms that it is  party  to
          such  Swap  Documents as are necessary to  implement
          the above policy.
     
17.18     Insurance

     Each Guarantor shall procure that there is:
     
     (a)  maintained with underwriters or insurance  companies
          of  repute  in respect of each member of the  London
          Electricity  Group and each Obligor the policies  of
          insurance  in  relation to its business  and  assets
          which   a  prudent  person  carrying  on  a  similar
          business  might  be expected to maintain  (including
          policies  to cover public and third party  liability
          and insurance against business interruption) and any
          such other insurance as may be required pursuant  to
          the terms of any Finance Document; and
     
     (b)  from  time  to  time  upon  request  by  the  Agent,
          supplied  to the Agent copies of all such  insurance
          policies or certificates of insurance or such  other
          evidence of the existence of such policies as may be
          reasonably acceptable to the Agent.

17.19     Constitutional Documents

     No  Obligor  will, and the Company will procure  that  no
     other member of the Group will, without the prior consent
     of  the  Majority Banks or as required by law,  amend  or
     seek  or  agree  to  amend or replace the  memorandum  or
     articles of association or other constitutional documents
     or  by-laws of any Obligor or any member of the Group  in
     any way which would be likely materially and adversely to
     affect  the  interests  of the Banks  under  the  Finance
     Documents.
     
17.20     Arm's length terms

     No  Obligor  will, and the Company will procure  that  no
     other  member of the Group will, enter into any  material
     transaction with any other person otherwise than on arm's
     length terms, other than:
     
     (a)  transactions  previously approved  by  the  Majority
          Banks;
     
     (b)  loans from or to, or disposals by, one member of the
          Group  to  another member of the Group or  from  one
          Obligor to another Obligor, which, in each case, are
          permitted under the Finance Documents;
     
     (c)  transactions  entered into on terms more  favourable
          to  a  member of the Group than arm's length  terms;
          and
     
     (d)  other   transactions   (including   the   issue   of
          Subordinated  Debt, the Subordinated Debentures  and
          the   Subordinated   Capital   Security   Guarantee)
          expressly permitted under the Finance Documents.
     
17.21     Share capital and security

     Each Guarantor shall ensure that no Obligor or member  of
     the  Group  whose  shares are charged under  a  Debenture
     shall  issue  any  further shares  or  alter  any  rights
     attaching  to  its  issued shares  in  existence  at  the
     Effective   Date   unless  those   further   shares   are
     contemporaneously charged, by way of fixed charge, to the
     Agent  on  the terms of a Debenture or, in  the  case  of
     further shares in London Electricity, are Excluded Shares
     (as defined in the Debenture created by the Company).

17.22     Security perfection

     Each  Obligor shall take all action required  to  perfect
     the  Security Interests created by it under  a  Debenture
     over  the  Security Assets (as defined in that Debenture)
     as  soon as reasonably practicable after the date of that
     Debenture, including (without limitation) sending to  the
     Agent  in  form and substance satisfactory to it  (acting
     reasonably):
     
     (a)  unless  already  delivered to the Agent,  all  share
          certificates  and all other documents  of  title  in
          relation  to  shares,  stocks  or  other  securities
          charged  under  that Debenture together  with  share
          transfer  forms executed in blank or other documents
          required  to  enable the Agent or  its  nominees  to
          become registered as the owner of the same; and
     
     (b)  where  required  under  the terms  of  the  relevant
          Debenture,  duly  executed  notices  of  charge  and
          acknowledgements  in  the  form  of   the   relevant
          schedules to that Debenture respectively in relation
          to the relevant agreements or accounts charged under
          that  Debenture, but the relevant Obligor will  only
          be  obliged to use reasonable endeavours  to  obtain
          the acknowledgements referred to above.

17.23     Compliance with laws

     Without   prejudice   to  Clause  17.24   (Licences   and
     regulatory  matters), each Obligor will, and the  Company
     will  procure that each other member of the  Group  will,
     comply in all material respects with all applicable  laws
     and  regulations,  whether domestic  or  foreign,  having
     jurisdiction  over  it or any of its assets,  failure  to
     comply with which has a Material Adverse Effect.
     
17.24     Licences and regulatory matters

     The Company shall:
     
     (a)  ensure that London Electricity and any Licenceholder
          (or any other relevant member of the Group) complies
          in  all  material  respects with the  terms  of  its
          Licence  where  failure  to comply  has  a  Material
          Adverse Effect; and
     
     (b)  notify the Agent promptly upon receipt by it or  any
          member   of  the  Group  of  any  notice  from   the
          government, any court or any regulatory authority or
          agency  which is reasonably likely to give  rise  to
          the   revocation,   termination,  material   adverse
          amendment,  suspension or withdrawal of any  Licence
          granted  in  its  favour (unless, contemporaneously,
          that  Licence  is  to  be replaced,  substituted  or
          reissued  on  the same, substantially  the  same  or
          improved terms); and
     
     (c)  procure  that each member of the Group  will  comply
          with  the  requirements of all  rules,  regulations,
          orders  and  other requirements of the Secretary  of
          State and the Director General under the Act or  any
          other  law applicable to the conduct of the business
          of  the supply or distribution of electricity, where
          failure to comply has a Material Adverse Effect.
     
17.25     Business Consents

     Each  Guarantor will, and the Company will  procure  that
     each  other  member of the Group will,  obtain,  promptly
     renew  from time to time, and maintain in full force  and
     effect,  and  if so requested promptly furnish  certified
     copies  to the Agent of, all such material authorisations
     as may be required under any applicable law or regulation
     or  under the Licence or any Licence Undertaking to carry
     on  its  business as it is being conducted from  time  to
     time, where failure to obtain, renew or maintain any such
     authorisation  or non-compliance with the  terms  of  the
     same has a Material Adverse Effect.
     
17.26     Financial covenants

(a)  In this Clause 17.26:-

     "Adjusted Capital and Reserves"
     
     means  the amount (including any share premium)  for  the
     time  being paid up or credited as paid up on the  issued
     share capital of the Company, adjusted as follows:
     
     (i)  plus the outstanding amount of any Subordinated Debt
          and Subordinated Capital Securities;
     
     (ii) plus  the amount standing to the credit (or, as  the
          case may be, minus the amount standing to the debit)
          of the capital and revenue reserves of the Group;
          
     (iii)     plus any amount standing to the credit or minus
          any amount standing to the debit of the consolidated
          profit and loss account of the Group;
     
     (iv) minus  any  distribution declared  or  made  by  the
          Company  or any of its Subsidiaries (other  than  to
          another member of the Group) out of profits included
          within  reserves to the extent that  those  reserves
          have not already been reduced on account of it;
     
     (v)  minus amounts attributable to the interests (if any)
          of  outside holders of issued share capital  in  any
          member of the Group other than the Company itself;
     
     (vi) plus any amount deducted from reserves or the profit
          and loss account in respect of goodwill arising upon
          and in respect of the Acquisition;
     
     (vii)      plus any amount deducted from reserves or  the
          profit  and  loss  account as a  provision  for  the
          future  payment  of  any  exceptional,  special   or
          windfall  tax  or  levy applicable to,  inter  alia,
          privatised regional electricity companies;
     
     and, for the purposes of the foregoing:
     
     (A)  no  item shall be effectively deducted or added more
          than  once,  all  items shall  be  calculated  on  a
          consolidated  basis  and (subject  only  as  may  be
          required  in order to reflect the express  inclusion
          or   exclusion  of  items  as  specified   in   this
          definition)   in  accordance  with  the   Applicable
          Accounting Principles; and
     
     (B)  where the calculation is being made as at the end of
          any  Accounting  Period it shall be determined  from
          the  balance  sheet  forming part  of  the  relevant
          quarterly  or  annual accounts for  that  Accounting
          Period.
     
     "Capitalisation Ratio"
     
     means,  at any time, the ratio of Consolidated Net  Total
     Borrowings  to  the aggregate of Consolidated  Net  Total
     Borrowings  and Adjusted Capital and Reserves,  expressed
     as a percentage.

     "Consolidated EBITDA"
     
     for any period comprising an annual Accounting Period  of
     the  Company or consecutive quarterly Accounting  Periods
     of  the Company (taken together as one period) means  the
     profit of the Group for such period:
     
     (i)  before   deducting   all  depreciation   and   other
          amortisation;
     
     (ii) before  taking into account all Extraordinary  Items
          (whether positive or negative) but, in the  case  of
          the   first  test  of  the  covenant  set   out   in
          Clause  17.26(c)(i) only, after taking into  account
          all   Exceptional   Items   (whether   positive   or
          negative);
     
     (iii)     before deducting tax;
     
     (iv) before taking into account Consolidated Net Interest
          Payable for such period;
     
     (v)  before  deducting the costs incurred  in  connection
          with the Acquisition;
     
     (vi) after  deducting any gain, or adding  any  loss,  to
          book  value  arising in favour of the Group  on  the
          sale,  lease  or other disposal of any asset  (other
          than  on  the  sale  of trading stock)  during  such
          period  and deducting any gain, or adding any  loss,
          arising  on  revaluation of any  asset  during  such
          period,  in  each case to the extent that  it  would
          otherwise be taken into account,
     
     and, for the purposes of the foregoing, no item shall  be
     effectively deducted or credited more than once  in  this
     calculation,   all  items  shall  be  determined   on   a
     consolidated basis and (subject only as may  be  required
     in order to reflect the express inclusion or exclusion of
     items as specified in this definition) in accordance with
     the  Applicable Accounting Principles and  as  determined
     from  the  consolidated accounts of the  Group  for  that
     annual  Accounting Period or for the relevant  Accounting
     Periods falling within that period.
     
     "Consolidated Net Interest Payable"
     
     means  Consolidated  Total  Interest  Payable  less   any
     interest  or amounts in the nature of interest receivable
     during  the  relevant  annual Accounting  Period  of  the
     Company  or  consecutive quarterly Accounting Periods  of
     the Company (taken together as one period), determined on
     the  same  basis  and  manner as for  Consolidated  Total
     Interest Payable.
     
     "Consolidated Net Total Borrowings"
     
     at  any  time  means the aggregate at that  time  of  the
     Borrowings  of  the  members of the  Group  from  sources
     external to the Group,
     
     (i)  plus  (to  the  extent not otherwise  included)  the
          amount of any actual or contingent liability of  any
          member of the Group:
          
          (A)  for  Borrowings at that time of any  person  in
               which  any member of the Group has an ownership
               interest; or
          
          (B)  to  provide  funds  by loan,  subscription  for
               share  capital  or otherwise to any  person  in
               which  any member of the Group has an ownership
               interest;
     
     (ii) less  the cash in hand and cash equivalents  of  the
          members of the Group at that time, and
     
     (iii)      excluding,  for the avoidance  of  doubt,  the
          amount  of any liability of any member of the  Group
          in  respect  of  the  Subordinated  Debentures,  the
          Subordinated  Capital  Security  Guarantee  and  the
          Subordinated Capital Securities,
     
     calculated on a consolidated basis and (subject  only  as
     may be required in order to reflect the express inclusion
     or  exclusion of items as specified herein and/or in  the
     definition  of  Borrowings in this Clause) in  accordance
     with the Applicable Accounting Principles and, where  the
     calculation is being made as at the end of any Accounting
     Period  for  which a consolidated balance  sheet  of  the
     Group  has been delivered to the Agent, as shown in  that
     balance sheet.
     
     "Consolidated Total Interest Payable"
     
     for any period comprising an annual Accounting Period  of
     the  Company or consecutive quarterly Accounting  Periods
     of  the Company (taken together as one period) means  the
     interest  (and  all  amounts required by  the  Applicable
     Accounting  Principles to be accounted for  as  interest)
     accrued  on  Borrowings of the Group during  such  period
     (excluding  any  interest  payable  on  the  Subordinated
     Debentures) as an obligation of any member or members  of
     the  Group (whether or not paid or capitalised during  or
     deferred for payment after such period) adjusted to  take
     account of any amount constituting interest receivable by
     any  members  of  the  Group under interest  rate  and/or
     currency  hedging agreements or instruments  under  which
     all  parties  are  in compliance with their  payment  and
     other   material   obligations,  all  determined   on   a
     consolidated basis and (subject only as may  be  required
     in order to reflect the express inclusion or exclusion of
     items as specified in this definition) in accordance with
     the  Applicable Accounting Principles and as shown in the
     consolidated  accounts  of  the  Group  for  such  annual
     Accounting  Period or for the Accounting Periods  falling
     within such period.
     
     "Exceptional Items"
     
     has  the  meaning  given  to it  in  Financial  Reporting
     Standard  3 issued by the Accounting Standards Board  (as
     in  force  at  the  date  of this Agreement),  but  shall
     exclude  any  items  falling  within  the  definition  of
     Extraordinary Items.
     
     "Extraordinary Items"
     
     in  the case of the first test of the covenant set out in
     Clause 17.26(c)(i) only, has the meaning given to  it  in
     Financial  Reporting Standard 3 issued by the  Accounting
     Standards  Board  (as  in  force  at  the  date  of  this
     Agreement)  but  in  addition shall include  those  items
     listed  in paragraph 20 thereof and, thereafter, has  the
     meaning given to it under US GAAP.
     
(b)       (i)   All the terms used in paragraph (a) above  are
          to  be  calculated in accordance with the Applicable
          Accounting Principles.

     (ii) If there is a dispute as to any interpretation of or
          computation   for   paragraph   (a)    above,    the
          interpretation  or  computation  of   the   Auditors
          prevails.
     
(c)  The Company shall procure that:-

     (i)  as  of  each  date  on  which  it  is  tested  under
          paragraph  (d)  below,  the  ratio  of  Consolidated
          EBITDA  to Consolidated Net Interest Payable  is  no
          less than:
     
          (A)  in  the case of an Accounting Period ending  on
               or before 30th September 1998, 1.8:1; and
          
          (B)  in   the  case  of  any  subsequent  Accounting
               Period, 2:1; and
          
     (ii) the  Capitalisation Ratio shall not, as of each date
          on  which  it is tested under paragraph  (d)  below,
          exceed:
     
          (A)  for  the  period from the Effective Date  until
               31st December, 1999, 75 per cent.; and
          
          (B)  thereafter, 70 per cent.
          
(d)       (i)    Each  test  of  the  covenant  set   out   in
          paragraph  (c)(i) above shall be made on a quarterly
          basis and in respect of the annual Accounting Period
          ending  on  the  expiry  of the  relevant  quarterly
          Accounting Period, except that the first test of the
          covenant shall be made:

          (A)  as  of  31st December, 1997 in respect  of  the
               period  beginning  on 1st  February,  1997  and
               ending on that date; and
     
          (B)  by reference to UK GAAP and not US GAAP.

     (ii) Each    test   of   the   covenant   set   out    in
          paragraph (c)(ii) above shall be made as of the last
          day of each quarterly Accounting Period.
               
17.27     Payment of taxes

     Each  Guarantor shall, and the Company shall procure that
     each member of the Group will, pay all taxes, assessments
     and  governmental charges or levies imposed  upon  it  or
     upon  its  income or profits or upon any of  its  assets,
     before  the same shall become in default, which,  if  not
     paid, has a Material Adverse Effect.

17.28     Maintenance of existence

     Each  Guarantor shall, and the Company shall procure that
     each  member  of  the Group will, do all such  things  as
     necessary  to  maintain  its corporate  existence  except
     pursuant to a Permitted Transaction.

17.29     Property rights

     Each  Guarantor shall, and the Company shall procure that
     each  member  of the Group will, maintain  and  keep,  or
     cause  to be maintained and kept, its properties in  good
     repair,  working order and condition, and  from  time  to
     time  make  or  cause to be made all needful  and  proper
     repairs, renewals, replacements and improvements so  that
     the  business carried on in connection therewith  may  be
     properly conducted at all times, where failure to  do  so
     has a Material Adverse Effect.

17.30     Books

     Each  Guarantor will, and the Company shall procure  that
     each  member  of  the Group will, keep  proper  books  of
     record  and account in which proper entries will be  made
     of its transactions in accordance with generally accepted
     accounting principles in the U.K. or the U.S.

18.  DEFAULT

18.1 Events of Default

     Each  of the events set out in Clauses 18.2 (Non-payment)
     to  18.21  (Material adverse change)  (inclusive)  is  an
     Event  of  Default (whether or not caused by  any  reason
     whatsoever  outside  the control of any  Obligor  or  any
     other person).

18.2 Non-payment

     An  Obligor  does  not  pay on the due  date  any  amount
     payable by it under the Finance Documents at the place at
     and  in  the  currency in which it  is  expressed  to  be
     payable  and  (if  caused by technical or  administrative
     error)   the   non-payment   continues   unremedied   for
     3  Business Days from the receipt by it of notice of non-
     payment from the Agent.

18.3 Breach of other obligations

(a)  An  Obligor fails to comply with any provision of Clauses
     17.8   (Pari  passu  ranking)  to  17.15  (Distributions)
     inclusive,   Clause  17.20  (Arm's  length   terms)   and
     Clause 17.26(c)(i) (Financial covenants);
     
(b)  the  Company  fails  to comply with  Clause  17.26(c)(ii)
     (Financial covenants) and, if that default is capable  of
     remedy, it is not remedied within 3 Business Days  of  it
     becoming aware of the default; or
     
(c)  an  Obligor  does  not comply with any provision  of  the
     Finance  Documents  (other  than  those  referred  to  in
     Clause  18.2 (Non-payment) or paragraph (a) or (b) above)
     and,  if  that default is capable of remedy,  it  is  not
     remedied  within 28 days of the earlier of  the  relevant
     Obligor becoming aware of the default and receipt  by  it
     of a notice of default from the Agent.

18.4 Misrepresentation

     A  representation, warranty or statement made or repeated
     in  or in connection with any Finance Document or in  any
     document  delivered by or on behalf of any Obligor  under
     or  in  connection with any Finance Document is incorrect
     in any material respect when made or deemed to be made or
     repeated by reference to the facts and circumstances then
     subsisting   and,  if  the  circumstances   causing   the
     misrepresentation  are  capable  of  remedy  within  that
     period, that misrepresentation is not remedied within  28
     days  of  the  earlier of the relevant  Obligor  becoming
     aware  of  the  misrepresentation and receipt  by  it  of
     notice from the Agent requiring remedy.

18.5 Cross-default

(a)  Any Financial Indebtedness of any Obligor or other member
     of  the  Group  is  not  paid  when  due  or  within  any
     applicable grace period; or

(b)  an   event  of  default  howsoever  described  exists  in
     relation  to  any Obligor or other member  of  the  Group
     under any document relating to Financial Indebtedness  of
     an Obligor or other member of the Group; or

(c)  any Financial Indebtedness of any Obligor or other member
     of  the Group becomes prematurely due and payable  or  is
     placed  on  demand  as a result of an  event  of  default
     (howsoever described) under the document relating to that
     Financial Indebtedness; or

(d)  any  commitment  for, or underwriting of,  any  Financial
     Indebtedness of any Obligor or other  member of the Group
     is  cancelled  or suspended as a result of  an  event  of
     default (howsoever described) under the document relating
     to that Financial Indebtedness; or

(e)  any  Security  Interest  securing Financial  Indebtedness
     over  any  asset of any Obligor or other  member  of  the
     Group becomes enforceable; or

(f)  any   Financial  Indebtedness  under  the  EIL   Facility
     Agreement becomes prematurely due and payable as a result
     of an event of default,

     unless,  in  the  case  of any member(s)  of  the  London
     Electricity  Group,  the aggregate  amount  of  Financial
     Indebtedness is less than BPS20,000,000 (or its equivalent
     in other currencies) and, for this purpose, the amount of
     any  Financial  Indebtedness specified in  paragraph  (b)
     above  will  be  determined after making the  adjustments
     specified in paragraphs (b) and (c) of the definition  of
     "Borrowing" contained in Clause 1.1 (Definitions) and the
     amount   of  any  Financial  Indebtedness  specified   in
     paragraph   (g)   of  its  definition   in   Clause   1.1
     (Definitions)  will  be determined  on  a  mark-to-market
     basis.
     
18.6 Insolvency

(a)  an  Obligor or any Material Subsidiary is, or  is  deemed
     for  the  purposes  of  any law  to  be  (except  in  the
     circumstances of Section 123(1)(a) of the Insolvency  Act
     1986   where  the  Obligor  or  Material  Subsidiary   is
     contesting payment of the relevant debt in good faith and
     with due diligence), unable to pay its debts as they fall
     due  or  to be insolvent, or admits inability to pay  its
     debts as they fall due; or

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

(c)  An  Obligor  or  any  Material Subsidiary  by  reason  of
     financial  difficulties (in circumstances  of  actual  or
     imminent insolvency) begins negotiations with one or more
     of  its  creditors  with a view to  the  readjustment  or
     rescheduling of all or any class of its indebtedness.

18.7 Insolvency proceedings

(a)  Any  step  (including petition, proposal or  convening  a
     meeting)   is   taken  with  a  view  to  a  composition,
     assignment  or  arrangement  with  any  creditors  of  an
     Obligor or a Material Subsidiary; or

(b)  a  meeting  of  an  Obligor or a Material  Subsidiary  is
     convened  for  the purpose of considering any  resolution
     for   (or  to  petition  for)  its  winding-up   or   its
     administration or any such resolution is passed; or

(c)  any  person presents a petition for the winding-up or for
     the   administration  of  an  Obligor   or   a   Material
     Subsidiary, and, in the case of a petition for winding-up
     presented  by a creditor, it is not withdrawn, discharged
     or stayed within 21 days; or

(d)  any order is made for the winding-up or administration of
     an Obligor or a Material Subsidiary; or

(e)  any other step (including petition, proposal or convening
     a  meeting)  is  taken with a view to the rehabilitation,
     administration, custodianship, liquidation, winding-up or
     dissolution of an Obligor or a Material Subsidiary or any
     other  insolvency proceedings involving an Obligor  or  a
     Material  Subsidiary, and, in the case of any  such  step
     taken  by a creditor, it is not withdrawn, discharged  or
     stayed within 21 days,

     except for any which arises from a Permitted Transaction.

18.8 Appointment of receivers and managers

(a)  Any   liquidator,   trustee   in   bankruptcy,   judicial
     custodian,  compulsory manager, receiver,  administrative
     receiver,  administrator  or the  like  is  appointed  in
     respect  of  an Obligor or a Material Subsidiary  or  any
     part  of its assets, otherwise than in connection with  a
     Permitted Transaction; or

(b)  the  directors  of  an  Obligor or a Material  Subsidiary
     requests  the  appointment of a  liquidator,  trustee  in
     bankruptcy,   judicial  custodian,  compulsory   manager,
     receiver, administrative receiver, administrator  or  the
     like,  otherwise  than  in connection  with  a  Permitted
     Transaction; or

(c)  any  other step is taken to enforce any Security Interest
     over  any  part of the assets of an Obligor or a Material
     Subsidiary  and  is not withdrawn, discharged  or  stayed
     within 21 days.

18.9 Creditors' process

     Any  attachment,  sequestration,  distress  or  execution
     affects any assets of an Obligor or a Material Subsidiary
     (having,  in  the  case of any member(s)  of  the  London
     Electricity Group, an aggregate value of BPS20,000,000 (or
     its   equivalent  in  other  currencies))  and   is   not
     discharged within 14 days, unless:
     
     (a)   it  is  being  contested in  good  faith  with  due
     diligence; and
     
     (b)  in the case of London Electricity, in the reasonable
          opinion  of the Majority Banks, it does not  have  a
          Material Adverse Effect.

18.10     Analogous proceedings

     There  occurs,  in relation to an Obligor or  a  Material
     Subsidiary, any event anywhere which, in the  opinion  of
     the  Majority Banks, appears to correspond  with  any  of
     those  mentioned  in  Clauses 18.6 (Insolvency)  to  18.9
     (Creditors' process) (inclusive).

18.11     Cessation of business

     An  Obligor or a Material Subsidiary ceases, or threatens
     to  cease, to carry on all or a substantial part  of  its
     business,  other  than  in connection  with  a  Permitted
     Transaction.

18.12     Unlawfulness

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

18.13     Ownership of London Electricity

     London Electricity ceases to be beneficially wholly-owned
     by the Company.
     
18.14     Ownership of the Group

(a)  The issued share capital of any Obligor ceases to be 100%
     directly or indirectly legally and beneficially owned  by
     Entergy   Corporation  and/or  any  of  its  wholly-owned
     Subsidiaries  free of any Security Interest  (other  than
     any created by a Debenture), except as a result of a sale
     of, or issuance of stock representing, up to 20 per cent.
     of the common stock of Entergy International Holdings Ltd
     or Entergy International Ltd LLC.

(b)  There  is  any variation to the corporate and/or  capital
     structure  set  out  in Schedule 7 that  has  a  material
     adverse  effect  on the position of the Banks  under  the
     Finance Documents.

18.15     Licence

(a)  The  Licence  is revoked or surrendered or ceases  to  be
     held  by  London Electricity or a wholly-owned Subsidiary
     of  London  Electricity  or the Company,  other  than  in
     circumstances which permit London Electricity or  one  of
     its   wholly-owned   Subsidiaries   to   carry   on   the
     distribution business of London Electricity substantially
     as envisaged at the date of this Agreement either without
     the  Licence as a result of any change in the Act or with
     a  new  public electricity supply licence issued to  such
     person under the Act whose terms are not materially  less
     favourable than those of the Licence; or

(b)  the  Licence  or  any substitute licence contemplated  by
     paragraph (a) above is materially modified in any  manner
     which,  in the reasonable opinion of the Majority  Banks,
     has  (whether  immediately or in the course  of  time)  a
     Material Adverse Effect.

18.16     Compliance with the Act

     The Licenceholder fails to comply with:
     
     (a)  a  final order (within the meaning of Section 25  of
          the Act); or
     
     (b)  a  provisional  order (within the  meaning  of  that
          section)   which  has  been  confirmed  under   that
          section,
     
     and, in either case, the order has not been revoked under
     that  section or the validity of the order has  not  been
     questioned under Section 27 of the Act.
     
18.17     Pooling and Settlement Agreement

(a)  Any  notice requiring a Licenceholder to cease  to  be  a
     party to the Pooling and Settlement Agreement is given to
     a   Licenceholder  under  the  Pooling   and   Settlement
     Agreement.
     
(b)  London  Electricity  or  any  other  Licenceholder  which
     subsequently   becomes  a  party  to  the   Pooling   and
     Settlement Agreement ceases to be a party to the  Pooling
     and  Settlement Agreement, except as the  result  of  the
     transfer  of the Licence to another member of  the  Group
     which  becomes  a  party  to the Pooling  and  Settlement
     Agreement.
     
18.18     Expropriation

     The  authority  or  ability  of  any  Obligor  or  London
     Electricity or the Licenceholder to conduct its  business
     is wholly or substantially curtailed by any expropriation
     or  renationalisation by or on behalf of any governmental
     authority.

18.19     Security

     A  Debenture  or  the  guarantee of a  Guarantor  or  any
     Subordination Agreement is ineffective or is  alleged  by
     an  Obligor or (in the case of a Subordination Agreement)
     the  relevant junior creditor to be ineffective  for  any
     reason.

18.20     Extra security

     If:
     
     (a)  on  any date as of which a covenant in paragraph (c)
          (i)  of Clause 17.26 (Financial covenants) is tested
          the ratio of Consolidated EBITDA to Consolidated Net
          Interest Payable is less than :
          
          (i)  in the case of a date falling on or before 30th
               September, 1998, 1.81:1;
          
          (ii) in the case of 31st December, 1998, 2.01:1;
          
          (iii)      in  the  case  of  a date  falling  after
               31st  December,  1998 and  on  or  before  31st
               December, 2000, 2.1:1; or
          
          (iv) in the case of any subsequent date, 2.15:1
     
     or
     
     (b)  the public senior debt ratings of London Electricity
          shall  be  rated BB+ or below by Standard  &  Poor's
          Rating  Group (or any of its successors) and Ba1  or
          below by Moody's Investors Service, Inc. (or any  of
          its successors),
     
     and,  in  each  case, the Company fails to create  within
     7  days  a  first legal mortgage, in favour of the  Agent
     under the terms of the Debenture executed by the Company,
     of all the shares in London Electricity.

18.21     Material adverse change

     Any  event  or  series  of events occurs  which,  in  the
     reasonable  opinion  of the Majority  Banks,  has  or  is
     reasonably  likely to have a material adverse  effect  on
     the ability of an Obligor to comply with:
     
     (a)   its payment obligations under any Finance Document;
     or
     
     (b)    its  obligations  under  Clause  17.26  (Financial
     covenants).
     
18.22     Acceleration

     At  any  time during the existence of an Event of Default
     the  Agent may, and shall if so directed by the  Majority
     Banks, by notice to the Company:-
     
     (a)  cancel the Total Commitments; and/or
     
     (b)  demand that all or part of the Loans, together  with
          accrued  interest,  and  all other  amounts  accrued
          under this Agreement be immediately due and payable,
          whereupon  they  shall become  immediately  due  and
          payable; and/or
     
     (c)  demand  that all or part of the Loans be payable  on
          demand,  whereupon  they  shall  immediately  become
          payable  on  demand  by  the Agent  (acting  on  the
          instructions of the Majority Banks); and/or
     
     (d)  request that the Company, if it has not already done
          so,  executes a Debenture over the shares of  London
          Electricity which are not secured in favour  of  the
          Agent.
     
19.  THE AGENT AND THE ARRANGERS

19.1 Appointment and duties of the Agent

(a)  Each  Finance  Party  (other than the Agent)  irrevocably
     appoints  the  Agent  to act as its agent  under  and  in
     connection  with  the Finance Documents, and  irrevocably
     authorises the Agent on its behalf to perform the  duties
     and  to exercise the rights, powers and discretions  that
     are  specifically delegated to it under or in  connection
     with  the  Finance  Documents, together  with  any  other
     incidental  rights,  powers and  discretions.  The  Agent
     shall   have  only  those  duties  which  are   expressly
     specified in this Agreement. Those duties are solely of a
     mechanical and administrative nature.

(b)  The  Agent  agrees to execute a Subordination  Agreement,
     duly  executed  by  the Company and the  relevant  junior
     creditor, promptly on request by the Company.

19.2 Role of the Arrangers

     Except  as  otherwise  provided  in  this  Agreement,  no
     Arranger  has  any obligations of any kind to  any  other
     Party under or in connection with any Finance Document.

19.3 Relationship

     The  relationship between the Agent and the other Finance
     Parties  is that of agent and principal only. Nothing  in
     this  Agreement  constitutes  the  Agent  as  trustee  or
     fiduciary for any other Party or any other person and the
     Agent need not hold in trust any moneys paid to it for  a
     Party  or  be  liable to account for  interest  on  those
     moneys.

19.4 Majority Banks' directions

     The  Agent  will  be  fully  protected  if  it  acts   in
     accordance with the instructions of the Majority Banks in
     connection  with  the  exercise of any  right,  power  or
     discretion  or any matter not expressly provided  for  in
     the Finance Documents. Any such instructions given by the
     Majority Banks will be binding on all the Banks.  In  the
     absence  of  such instructions the Agent may  act  as  it
     considers to be in the best interests of all the Banks.

19.5 Delegation

     The Agent may act under the Finance Documents through its
     personnel and agents.

19.6 Responsibility for documentation

     None of the Agent and the Arrangers is responsible to any
     other Party for:-
     
     (a)  the execution, genuineness, validity, enforceability
          or  sufficiency of any Finance Document or any other
          document;
     
     (b)  the  collectability  of amounts  payable  under  any
          Finance Document; or
     
     (c)  the  accuracy of any statements (whether written  or
          oral)  made  in  or in connection with  any  Finance
          Document (including the Information Memorandum).

19.7 Default

(a)  The  Agent  is  not obliged to monitor or enquire  as  to
     whether or not a Default has occurred. The Agent will not
     be  deemed  to  have  knowledge of the  occurrence  of  a
     Default.  However, if the Agent receives  notice  from  a
     Party referring to this Agreement, describing the Default
     and  stating  that  the  event is  a  Default,  it  shall
     promptly notify the Banks.

(b)  The  Agent  may  require from the Banks  the  receipt  of
     security satisfactory to it whether by way of payment  in
     advance or otherwise, against any liability or loss which
     it  will or may incur in taking any proceedings or action
     arising out of or in connection with any Finance Document
     before  it  commences  those proceedings  or  takes  that
     action.

19.8 Exoneration

(a)  Without limiting paragraph (b) below, the Agent will  not
     be  liable to any other Party for any action taken or not
     taken  by  it  under or in connection  with  any  Finance
     Document,  unless directly caused by its gross negligence
     or wilful misconduct.

(b)  No  Party  may take any proceedings against any  officer,
     employee or agent of the Agent in respect of any claim it
     might have against the Agent or in respect of any act  or
     omission  of  any  kind (including negligence  or  wilful
     misconduct)  by  that  officer,  employee  or  agent   in
     relation to any Finance Document.

19.9 Reliance

     The Agent may:-
     
     (a)  rely on any notice or document believed by it to  be
          genuine and correct and to have been signed  by,  or
          with the authority of, the proper person;
     
     (b)  rely on any statement made by a director or employee
          of  any  person  regarding  any  matters  which  may
          reasonably be assumed to be within his knowledge  or
          within his power to verify; and
     
     (c)  engage,   pay  for  and  rely  on  legal  or   other
          professional  advisers  selected  by  it  (including
          those   in   the   Agent's  employment   and   those
          representing a Party other than the Agent).

19.10     Credit approval and appraisal

     Without  affecting the responsibility of any Obligor  for
     information supplied by it or on its behalf in connection
     with any Finance Document, each Bank confirms that it:-
     
     (a)  has  made  its  own  independent  investigation  and
          assessment of the financial condition and affairs of
          each  Obligor and its related entities in connection
          with its participation in this Agreement and has not
          relied exclusively on any information provided to it
          by  the Agent or an Arranger in connection with  any
          Finance Document; and
     
     (b)  will  continue to make its own independent appraisal
          of  the  creditworthiness of each  Obligor  and  its
          related  entities  while any amount  is  or  may  be
          outstanding  under  the  Finance  Documents  or  any
          Commitment is in force.

19.11     Information

(a)  The  Agent shall promptly forward to the person concerned
     the original or a copy of any document which is delivered
     to the Agent by a Party for that person.

(b)  The  Agent  shall promptly supply a Bank with a  copy  of
     each  document  received  by the  Agent  under  Clause  4
     (Conditions  precedent)  upon  the  request  and  at  the
     expense of that Bank.

(c)  Except   where   this  Agreement  specifically   provides
     otherwise,  the Agent is not obliged to review  or  check
     the  accuracy or completeness of any document it forwards
     to another Party.

(d)  Except as provided above, the Agent has no duty:-

     (i)  either initially or on a continuing basis to provide
          any  Bank  with  any  credit  or  other  information
          concerning the financial condition or affairs of any
          Obligor or any related entity of any Obligor whether
          coming  into its possession or that of  any  of  its
          related  entities before, on or after  the  date  of
          this Agreement; or
     
     (ii) unless specifically requested to do so by a Bank  in
          accordance  with  this  Agreement,  to  request  any
          certificates or other documents from any Obligor.
     
19.12     The Agent and the Arrangers individually

(a)  If it is also a Bank, each of the Agent and the Arrangers
     has   the  same  rights  and  powers  under  the  Finance
     Documents as any other Bank and may exercise those rights
     and  powers  as  though  it were  not  the  Agent  or  an
     Arranger.

(b)  Each of the Agent and the Arrangers may:-

     (i)  carry on any business with an Obligor or its related
          entities;
     
     (ii) act  as agent or trustee for, or in relation to  any
          financing  involving,  an  Obligor  or  its  related
          entities; and
     
     (iii)       retain   any   profits  or  remuneration   in
          connection with its activities under this  Agreement
          or in relation to any of the foregoing.

(c)  In acting as the Agent, the Agent's agency division shall
     be  treated  as a separate entity from any other  of  its
     divisions   or   departments  and,  notwithstanding   the
     foregoing  provisions of this Clause  19,  if  the  Agent
     should act for any member of the Group in any capacity in
     relation  to any other matter, any information  given  by
     that  member  of  the Group to the Agent  in  such  other
     capacity may be treated as confidential by the Agent.

19.13     Indemnities

(a)  Without  limiting the liability of any Obligor under  the
     Finance  Documents, each Bank shall forthwith  on  demand
     indemnify  the Agent for its proportion of any  liability
     or  loss incurred by the Agent in any way relating to  or
     arising  out  of its acting as the Agent, except  to  the
     extent  that  the liability or loss arises directly  from
     the Agent's gross negligence or wilful misconduct.

(b)  A  Bank's proportion of the liability or loss set out  in
     paragraph   (a)  above  is  the  proportion   which   its
     participation in the Loans (if any) bear to all the Loans
     on  the date of the demand. If, however, there is no Loan
     outstanding  on  the date of demand, then the  proportion
     will be the proportion which its Commitments bears to the
     Total  Commitments at the date of demand or, if the Total
     Commitments  have  been  cancelled,  bore  to  the  Total
     Commitments immediately before being cancelled.

19.14     Compliance

(a)  The Agent may refrain from doing anything which might, in
     its opinion, constitute a breach of any law or regulation
     or be otherwise actionable at the suit of any person, and
     may  do  anything which, in its opinion, is necessary  or
     desirable  to  comply with any law or regulation  of  any
     jurisdiction.

(b)  Without limiting paragraph (a) above, the Agent need  not
     disclose any information relating to any Obligor  or  any
     of  its related entities if the disclosure might, in  the
     opinion of the Agent, constitute a breach of any  law  or
     regulation  or any duty of secrecy or confidentiality  or
     be otherwise actionable at the suit of any person.

19.15     Resignation of Agent

(a)  Notwithstanding  its irrevocable appointment,  the  Agent
     may resign by giving notice to the Banks and the Company,
     in  which case the Agent may forthwith appoint one of its
     Affiliates  as  successor Agent  or,  failing  that,  the
     Majority  Banks may (after consultation with the Company)
     appoint a successor Agent.

(b)  If  the appointment of a successor Agent is to be made by
     the  Majority  Banks but they have not,  within  30  days
     after  notice of resignation, appointed a successor Agent
     which  accepts  the appointment, the retiring  Agent  may
     (after consultation with the Company) appoint a successor
     Agent.

(c)  The resignation of the retiring Agent and the appointment
     of  any  successor Agent will both become effective  only
     upon  the successor Agent notifying all the Parties  that
     it  accepts  the appointment. On giving the notification,
     the  successor Agent will succeed to the position of  the
     retiring  Agent  and  the  term  "Agent"  will  mean  the
     successor Agent.

(d)  The retiring Agent shall, at its own cost, make available
     to  the  successor Agent such documents and  records  and
     provide  such  assistance  as  the  successor  Agent  may
     reasonably  request for the purposes  of  performing  its
     functions as the Agent under this Agreement.

(e)  Upon  its resignation becoming effective, this Clause  19
     (The  Agent and the Arrangers) shall continue to  benefit
     the  retiring Agent in respect of any action taken or not
     taken  by  it  under or in connection  with  the  Finance
     Documents  while  it  was  the  Agent,  and,  subject  to
     paragraph  (d) above, it shall have no further obligation
     under any Finance Document.

(f)  If   so   instructed   by  the  Majority   Banks   (after
     consultation with the Company), the Agent shall resign in
     accordance  with paragraph (a) above.  However,  in  this
     event the Agent may not appoint a successor Agent.

19.16     Banks

     The  Agent  may  treat each Bank as a Bank,  entitled  to
     payments  under this Agreement and as acting through  its
     Facility Office(s) until it has received notice from  the
     Bank  to the contrary not less than 5 Business Days prior
     to the relevant payment.

19.17     Agent as Trustee

(a)  The Agent in its capacity as trustee or otherwise under a
     Debenture:-

     (i)  is not liable for any failure, omission or defect in
          perfecting  or registering the security  constituted
          or created by any Finance Document;
     
     (ii) may   accept  without  enquiry  such  title  as  the
          relevant Obligor may have to any asset secured by  a
          Debenture; and
     
     (iii)     is not under any obligation to hold any Finance
          Document  or  any other document in connection  with
          the  Finance Documents or the assets secured by  any
          Finance Document (including title deeds) in its  own
          possession  or  to  take any  steps  to  protect  or
          preserve the same.  The Agent may permit any  member
          of the Group to retain any Finance Document or other
          document in its possession.
     
(b)  Save as otherwise provided in the Finance Documents,  all
     moneys  which under the trusts contained in  the  Finance
     Documents  are received by the Agent in its  capacity  as
     trustee  or otherwise may be invested in the name  of  or
     under   the  control  of  the  Agent  in  any  investment
     authorised by English law for the investment by  trustees
     of  trust money or in any other investments which may  be
     selected  by  the Agent.  Additionally, the same  may  be
     placed on deposit in the name of or under the control  of
     the  Agent  at  such bank or institution  (including  the
     Agent) and upon such terms as the Agent may think fit.

20.  FEES

20.1 Restatement fee

     EUK  shall pay (or procure the payment) to the Agent  for
     the  Arrangers a restatement fee in the amount and on the
     date  agreed  in  the  Fee Letter  between  EUK  and  the
     Arrangers.

20.2 Commitment fee

(a)  London Electricity shall pay to the Agent for each Bank a
     commitment  fee during the period from the date  of  this
     Agreement  up  to  (but excluding) the Facility  C  Final
     Repayment  Date computed at the rate of 0.125  per  cent.
     per  annum  on  the undrawn, uncancelled amount  of  that
     Bank's Facility C Commitment.
     
(b)  Accrued  commitment fee is payable quarterly  in  arrear.
     Accrued  commitment fee is also payable to the Agent  for
     the  relevant  Bank(s)  on the cancelled  amount  of  its
     Facility C Commitment at the time the cancellation  takes
     effect.

20.3 Agent's fee

     EUK  shall pay (or procure the payment) to the Agent  for
     its  own account an agency fee in the amount and  on  the
     date agreed in the Fee Letter between EUK and the Agent.

20.4 VAT

     Any fee referred to in this Clause 20 (Fees) is exclusive
     of  any  value added tax or any other tax which might  be
     chargeable  in  connection with that fee.  If  any  value
     added tax or other tax is so chargeable, it shall be paid
     by  the relevant Borrower at the same time as it pays the
     relevant fee.

21.  EXPENSES

21.1 Initial and special costs

     EUK  shall  forthwith  on  demand  pay  (or  procure  the
     payment) to the Agent and the Arrangers the amount of all
     reasonable  costs  and  expenses (including  legal  fees)
     reasonably incurred by them in connection with:-
     
     (a)  the negotiation, preparation, printing and execution
          of  this  Agreement and any other documents referred
          to  in  this  Agreement and the syndication  of  the
          Facilities, subject as provided in the letter  dated
          25th  September, 1997 from the Arrangers to  Entergy
          Corporation;
     
     (b)  the negotiation, preparation, printing and execution
          of any other Finance Document (other than a Novation
          Certificate)  executed  after  the  date   of   this
          Agreement; and
     
     (c)  any  amendment,  waiver, consent  or  suspension  of
          rights  (or  any proposal for any of the  foregoing)
          requested by or on behalf of an Obligor or,  in  the
          case  of Clause 2.3 (Change of currency), the  Agent
          and  relating  to a Finance Document or  a  document
          referred to in any Finance Document.
     
21.2 Enforcement costs

     EUK  shall  forthwith  on  demand  pay  (or  procure  the
     payment)  to  each  Finance  Party  the  amount  of   all
     reasonable   costs   and  expenses  (including,   without
     limitation, legal fees) incurred by it in connection with
     the  enforcement of, or the preservation  of  any  rights
     under, any Finance Document.
     
22.  STAMP DUTIES

     EUK  shall pay (or procure the payment) and forthwith  on
     demand indemnify each Finance Party (or procure that each
     Finance  Party is indemnified) against any  liability  it
     incurs  in respect of any stamp, registration and similar
     tax  which is or becomes payable in connection  with  the
     entry  into,  performance or enforcement of  any  Finance
     Document.

23.  INDEMNITIES

23.1 Currency indemnity

(a)  If  a  Finance Party receives an amount in respect of  an
     Obligor's  liability under the Finance  Documents  or  if
     that   liability  is  converted  into  a  claim,   proof,
     judgement or order in a currency other than the  currency
     (the  "contractual  currency") in  which  the  amount  is
     expressed  to  be  payable  under  the  relevant  Finance
     Document:-

     (i)  that  Obligor shall indemnify that Finance Party  as
          an   independent  obligation  against  any  loss  or
          liability  arising  out of or as  a  result  of  the
          conversion;
     
     (ii) if  the amount received by that Finance Party,  when
          converted into the contractual currency at a  market
          rate  in  the usual course of its business, is  less
          than  the  amount owed in the contractual  currency,
          the  Obligor concerned shall forthwith on demand pay
          to  that  Finance Party an amount in the contractual
          currency equal to the deficit; and
     
     (iii)      the  Obligor  shall pay to the  Finance  Party
          concerned  on  demand any exchange costs  and  taxes
          payable in connection with any such conversion.
     
(b)  Each  Obligor  waives  any  right  it  may  have  in  any
     jurisdiction  to  pay  any  amount  under   the   Finance
     Documents  in a currency other than that in which  it  is
     expressed to be payable.

23.2 Other indemnities

     EUK  shall  forthwith  on demand indemnify  each  Finance
     Party (or procure that each Finance Party is indemnified)
     against  any  loss or liability which that Finance  Party
     incurs as a consequence of:-
     
     (a)  the occurrence of any Default;
     
     (b)  a  change  in currency of a country or the operation
          of Clause 2.3 (Change of currency), the operation of
          Clause  18.22 (Acceleration) or Clause 29 (Pro  rata
          sharing);
     
     (c)  any  payment of principal or an overdue amount being
          received from any source otherwise than on the  last
          day  of  an Interest Period relative to the relevant
          payment and, for the purposes of this paragraph (c),
          the  last  day of an Interest Period for an  overdue
          amount  is  the last day of the relevant  Designated
          Interest  Period (as defined in Clause 9.3  (Default
          interest));
     
     (d)  (other  than by reason of negligence or  default  by
          any  Finance Party) a Loan not being made after  the
          Borrower has delivered a Request for that Loan; or
     
     (e)  any  failure by a member of the Group to comply with
          the  Environmental  Laws applicable  to  it  or  any
          Environmental Licence held by it.
     
     EUK's  liability in each case includes any loss of margin
     or  other  loss or expense on account of funds  borrowed,
     contracted  for  or utilised to fund any  amount  payable
     under  any Finance Document, any amount repaid or prepaid
     or any Loan.
     
24.  EVIDENCE AND CALCULATIONS

24.1 Accounts

     Accounts maintained by a Finance Party in connection with
     this Agreement are prima facie evidence of the matters to
     which they relate.

24.2 Certificates and determinations

     Any certification or determination by a Finance Party  of
     a  rate  or amount under the Finance Documents  is  prima
     facie  evidence of the matters to which it relates.   Any
     determination  by a Finance Party of an  amount  under  a
     Finance  Document  shall contain  a  calculation  of  the
     amount in reasonable detail.

24.3 Calculations

     Interest (including any applicable MLA Cost) and the  fee
     payable  under Clause 20.2 (Commitment fee)  accrue  from
     day  to day and are calculated on the basis of the actual
     number  of days elapsed and a year of 365 days or  (where
     market practice so dictates) 360 days.
     
25.  AMENDMENTS AND WAIVERS

25.1 Procedure

(a)  Subject  to  Clause 25.2 (Exceptions), any  term  of  the
     Finance  Documents  may be amended  or  waived  with  the
     agreement  of  the Company, the Majority  Banks  and  the
     Agent.  The Agent may effect, on behalf of the Banks,  an
     amendment  to  which  they  or the  Majority  Banks  have
     agreed.

(b)  The  Agent shall promptly notify the other Parties of any
     amendment  or waiver effected under paragraph (a)  above,
     and  any such amendment or waiver shall be binding on all
     the Parties.

25.2 Exceptions

     An amendment or waiver which relates to:-
     
     (a)   the  definition of "Majority Banks" in  Clause  1.1
     (Definitions);
     
     (b)  an  extension of the date for, or a decrease  in  an
          amount  or a change in the currency of, any  payment
          (including  the  Margin  or  any  other  amount   of
          interest or any fee) under the Finance Documents;
     
     (c)  an increase in a Bank's Commitment;
     
     (d)  the  release  of any Guarantor or any  security  the
          subject of a Debenture;
     
     (e)  a   term  of  a  Finance  Document  which  expressly
          requires the consent of each Bank; or
     
     (f)  Clause  29  (Pro  rata sharing) or  this  Clause  25
          (Amendments and waivers),
     
     may not be effected without the consent of each Bank.

25.3 Waivers and remedies cumulative

     The  rights  of  each  Finance Party  under  the  Finance
     Documents:-
     
     (a)  may be exercised as often as necessary;
     
     (b)  are cumulative and not exclusive of its rights under
     the general law; and
     
     (c)  may be waived only in writing and specifically.
     
     Delay in exercising or non-exercise of any such right  is
     not a waiver of that right.

26.  CHANGES TO THE PARTIES

26.1 Transfers by Obligors

     No Obligor may assign, transfer, novate or dispose of any
     of,  or  any  interest in, its rights and/or  obligations
     under this Agreement.

26.2 Transfers by Banks

(a)  Subject  to  paragraph (b) below, a Bank  (the  "Existing
     Bank") may at any time assign, transfer or novate any  of
     its Commitments and/or rights and/or obligations in whole
     or in part under this Agreement to a Qualifying Bank (the
     "New  Bank").  A partial assignment, transfer or novation
     is only permitted in minimum amounts of BPS10,000,000 and
     if the Bank concerned assigns, transfers or novates a pro
     rata  portion  of  all its rights and  obligations  under
     Facilities A and C.

(b)  The prior consent of the Company is required for any such
     assignment, transfer or novation referred to in paragraph
     (a) above, unless:-
     
     (i)  the  New Bank is another Bank or an Affiliate  of  a
          Bank; or
     
     (ii) a Default is outstanding.

     However,  the prior consent of the Company  must  not  be
     unreasonably  withheld or delayed and will be  deemed  to
     have  been  given if, within 14 days of  receipt  by  the
     Company  of an application for consent, it has  not  been
     expressly refused.
     
(b)  A  transfer  of  obligations will be  effective  only  if
     either:-

     (i)  the  obligations  are  novated  in  accordance  with
          Clause 26.3 (Procedure for novations); or
     
     (ii) the  New  Bank confirms to the Agent and the Company
          that  it undertakes to be bound by the terms of this
          Agreement   as   a  Bank  in  form   and   substance
          satisfactory to the Agent. On the transfer  becoming
          effective in this manner the Existing Bank shall  be
          relieved of its obligations under this Agreement  to
          the  extent  that they are transferred  to  the  New
          Bank.
     
(c)  Nothing in this Agreement restricts the ability of a Bank
     to sub-contract an obligation if that Bank remains liable
     under this Agreement for that obligation.

(d)  On  each occasion an Existing Bank assigns, transfers  or
     novates  any of its rights and/or obligations under  this
     Agreement,   the  New  Bank  shall,  on  the   date   the
     assignment, transfer and/or novation takes effect, pay to
     the Agent for its own account a fee of BPS750.

(e)  An Existing Bank is not responsible to a New Bank for:-

     (i)  the execution, genuineness, validity, enforceability
          or  sufficiency of any Finance Document or any other
          document;
     
     (ii) the  collectability  of amounts  payable  under  any
          Finance Document; or
     
     (iii)     the accuracy of any statements (whether written
          or  oral) made in or in connection with any  Finance
          Document.

(f)  Each New Bank confirms to the Existing Bank and the other
     Finance Parties that it:-

     (i)  has  made  its  own  independent  investigation  and
          assessment of the financial condition and affairs of
          each  Obligor and its related entities in connection
          with its participation in this Agreement and has not
          relied exclusively on any information provided to it
          by  the Existing Bank in connection with any Finance
          Document; and
     
     (ii) will  continue to make its own independent appraisal
          of  the  creditworthiness of each  Obligor  and  its
          related  entities  while any amount  is  or  may  be
          outstanding  under this Agreement or any  Commitment
          is in force.

(g)  Nothing in any Finance Document obliges an Existing  Bank
     to:-

     (i)  accept  a re-transfer from a New Bank of any of  the
          rights  and/or obligations assigned, transferred  or
          novated under this Clause; or
     
     (ii) support  any  losses incurred by  the  New  Bank  by
          reason of the non-performance by any Obligor of  its
          obligations under this Agreement or otherwise.

(h)  Any  reference in this Agreement to a Bank includes a New
     Bank, but excludes a Bank if no amount is or may be  owed
     to   or  by  that  Bank  under  this  Agreement  and  its
     Commitment has been cancelled or reduced to nil.

26.3 Procedure for novations

(a)  A novation is effected if:-

     (i)  the  Existing Bank and the New Bank deliver  to  the
          Agent a duly completed certificate, substantially in
          the  form  of Schedule 4 (a "Novation Certificate");
          and
     
     (ii) the Agent executes it.
     
(b)  Each  Party  (other than the Existing Bank  and  the  New
     Bank)  irrevocably authorises the Agent  to  execute  any
     duly completed Novation Certificate on its behalf.

(c)  To  the  extent that they are expressed to be the subject
     of the novation in the Novation Certificate:-

     (i)  the   Existing  Bank  and  the  other  Parties  (the
          "existing  Parties")  will be  released  from  their
          obligations   to   each   other   (the   "discharged
          obligations");
     
     (ii) the  New  Bank and the existing Parties will  assume
          obligations towards each other which differ from the
          discharged obligations only insofar as they are owed
          to  or  assumed  by  the New  Bank  instead  of  the
          Existing Bank;
     
     (iii)      the  rights  of the Existing Bank against  the
          existing  Parties  and vice versa  (the  "discharged
          rights") will be cancelled; and
     
     (iv) the  New  Bank and the existing Parties will acquire
          rights  against  each other which  differ  from  the
          discharged   rights  only  insofar   as   they   are
          exercisable  by or against the New Bank  instead  of
          the Existing Bank,
     
     all  on the date of execution of the Novation Certificate
     by  the  Agent  or, if later, the date specified  in  the
     Novation Certificate.

26.4 Reference Banks

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

26.5 Increased costs etc.

     If:-

     (a)  a  Bank  assigns, transfers or novates  any  of  its
          Commitments  and/or rights and/or obligations  under
          the   Finance  Documents  or  changes  its  Facility
          Office; and

     (b)  as  a  result of circumstances existing at the  date
          the assignment, transfer, novation or change occurs,
          an Obligor would be obliged to make a payment to the
          New  Bank  or  Bank acting through its new  Facility
          Office   under  Clause  11  (Taxes)  or  Clause   13
          (Increased costs),

     then, notwithstanding the provisions of Clause 11 (Taxes)
     or  Clause 13 (Increased costs), the relevant New Bank or
     Bank  acting  through  its new Facility  Office  is  only
     entitled to receive payment under those Clauses  from  an
     Obligor to the same extent as the relevant Existing  Bank
     or Bank acting through its previous Facility Office would
     have been if the assignment, transfer, novation or change
     had not occurred

26.6 Register

     The  Agent  shall keep a register of all the Parties  and
     shall  supply  any other Party (at that Party's  expense)
     with a copy of the register on request.

27.  DISCLOSURE OF INFORMATION

(a)  A  Finance Party may disclose to one of its Affiliates or
     any person (a "participant") with whom it is proposing to
     enter,  or  has  entered  into,  any  kind  of  transfer,
     participation  or  other agreement in  relation  to  this
     Agreement:-
     
     (i)  a copy of any Finance Document; and
     
     (ii) any   information  which  that  Finance  Party   has
          acquired  under  or in connection with  any  Finance
          Document,
     
     so  long as disclosure of confidential information  under
     sub-paragraph  (ii)  above may only  be  disclosed  to  a
     participant if the participant has agreed in writing with
     the  relevant  Finance  Party  to  keep  the  information
     confidential   on  the  same  terms  (with  consequential
     changes) as are set out in paragraph (b) below.
     
(b)  Each  Finance  Party  shall keep  confidential  and  not,
     without  the  prior  consent  of  the  Company,  use  any
     information  (other than information  which  is  publicly
     available  other  than as a result of a  breach  of  this
     paragraph  (b)) supplied by or on behalf of  any  Obligor
     under  the Finance Documents otherwise than in connection
     with  the Finance Documents.  However, each Finance Party
     is entitled to disclose information:

     (i)  in   connection   with  any  legal  or   arbitration
          proceedings arising out of or in connection  with  a
          Finance Document; or
     
     (ii) if  required  to do so by an order  of  a  court  of
          competent  jurisdiction whether under any  procedure
          for discovering documents or otherwise; or
     
     (iii)     pursuant to any law or regulation in accordance
          with  which  that Bank is required or accustomed  to
          act; or
     
     (iv) to   a  governmental,  banking,  taxation  or  other
          regulatory  authority of any competent jurisdiction;
          or
     
     (v)  to  its  accountants or legal advisers or any  other
          professional advisers.
     

28.  SET-OFF

     A  Finance Party may set off any matured obligation  owed
     by  an  Obligor  under  this  Agreement  (to  the  extent
     beneficially  owned  by that Finance Party)  against  any
     obligation (whether or not matured) owed by that  Finance
     Party  to  that  Obligor,  regardless  of  the  place  of
     payment, booking branch or currency of either obligation.
     If  the  obligations  are  in different  currencies,  the
     Finance  Party may convert either obligation at a  market
     rate of exchange in its usual course of business for  the
     purpose   of   the  set-off.  If  either  obligation   is
     unliquidated or unascertained, the Finance Party may  set
     off  in an amount estimated by it in good faith to be the
     amount  of  that obligation.  Nothing in this  Clause  28
     will be effective to create a charge.

29.  PRO RATA SHARING

29.1 Redistribution

     If any amount owing by an Obligor under this Agreement to
     a  Finance  Party  (the "recovering  Finance  Party")  is
     discharged by payment, set-off or any other manner  other
     than  through  the  Agent in accordance  with  Clause  10
     (Payments) (a "recovery"), then:-
     
     (a)  the   recovering  Finance  Party  shall,  within   3
          Business Days, notify details of the recovery to the
          Agent;
     
     (b)  the Agent shall determine whether the recovery is in
          excess  of  the amount which the recovering  Finance
          Party  would  have  received had the  recovery  been
          received  by the Agent and distributed in accordance
          with Clause 10 (Payments);
     
     (c)  subject  to Clause 29.3 (Exceptions), the recovering
          Finance  Party  shall, within  3  Business  Days  of
          demand by the Agent, pay to the Agent an amount (the
          "redistribution") equal to the excess;
     
     (d)  the  Agent shall treat the redistribution as  if  it
          were  a  payment  by  the  Obligor  concerned  under
          Clause    10   (Payments)   and   shall   pay    the
          redistribution  to the Finance Parties  (other  than
          the  recovering  Finance Party) in  accordance  with
          Clause 10.6 (Partial payments); and
     
     (e)  after  payment  of  the  full  redistribution,   the
          recovering Finance Party will be subrogated  to  the
          portion  of  the  claims paid  under  paragraph  (d)
          above,  and  that  Obligor will owe  the  recovering
          Finance  Party  a  debt  which  is  equal   to   the
          redistribution, immediately payable and of the  type
          originally discharged.
     
29.2 Reversal of redistribution

     If under Clause 29.1 (Redistribution):-
     
     (a)  a  recovering Finance Party must subsequently return
          a  recovery, or an amount measured by reference to a
          recovery, to an Obligor; and
     
     (b)  the   recovering   Finance   Party   has   paid    a
          redistribution in relation to that recovery,
     
     each  Finance  Party  shall, within 3  Business  Days  of
     demand by the recovering Finance Party through the Agent,
     reimburse  the  recovering  Finance  Party  all  or   the
     appropriate  portion of the redistribution paid  to  that
     Finance    Party.    Thereupon,   the   subrogation    in
     Clause  29.1(e) (Redistribution) will operate in  reverse
     to the extent of the reimbursement.
     
29.3 Exceptions

(a)  A  recovering Finance Party need not pay a redistribution
     to  the extent that it would not, after the payment, have
     a valid claim against the Obligor concerned in the amount
     of   the   redistribution  pursuant  to  Clause   29.1(e)
     (Redistribution).

(b)  A  recovering Finance Party is not obliged to share  with
     any  other  Finance Party any amount which the recovering
     Finance  Party has received or recovered as a  result  of
     taking legal proceedings, if that other Finance Party had
     an opportunity to participate in those legal proceedings,
     but  did  not  do  so  and did not  take  separate  legal
     proceedings.

30.  SEVERABILITY

     If  a  provision of any Finance Document  is  or  becomes
     illegal,  invalid  or unenforceable in any  jurisdiction,
     that shall not affect:-
     
     (a)  the  legality,  validity or enforceability  in  that
          jurisdiction of any other provision of  the  Finance
          Documents; or
     
     (b)  the  legality, validity or enforceability  in  other
          jurisdictions of that or any other provision of  the
          Finance Documents.
     
31.  COUNTERPARTS

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

32.  NOTICES

32.1 Giving of notices

     All   notices  or  other  communications  under   or   in
     connection with the Finance Documents shall be  given  in
     writing or by telex or facsimile. Any such notice will be
     deemed to be given as follows:-
     
     (a)  if in writing, when delivered;
     
     (b)  if  by  telex, when despatched, but only if, at  the
          time of transmission, the correct answerback appears
          at  the start and at the end of the sender's copy of
          the notice; and
     
     (c)  if by facsimile, when received.
     
     However, a notice given in accordance with the above  but
     received on a non-working day or after business hours  in
     the  place of receipt will only be deemed to be given  on
     the next working day in that place.

32.2 Addresses for notices

(a)  The  address, telex number and facsimile number  of  each
     Party (other than the Agent) for all notices under or  in
     connection with the Finance Documents are:-

     (i)  that notified by that Party for this purpose to  the
          Agent on or before it becomes a Party; or
     
     (ii) any other notified by that Party for this purpose to
          the  Agent  by  not  less than five  Business  Days'
          notice.

(b)  The  address,  telex number and facsimile number  of  the
     Agent is:-

     101 Moorgate
     London EC2M 6SB
     
     Telex No: 887139 ABN ALG
     Facsimile No:  0171 588 2975
     Attention:     Credit Administration

     or  such  other  as  the Agent may notify  to  the  other
     Parties by not less than 5 Business Days' notice.

(c)  The  Agent  shall, promptly upon request from any  Party,
     give to that Party the address, telex number or facsimile
     number of any other Party applicable at the time for  the
     purposes of this Clause.

32.3 Facsimile notices

     Each  Obligor shall indemnify the Agent against any  loss
     or  liability which the Agent incurs as a result  of  the
     Agent accepting and/or acting upon any instructions under
     the  Finance  Documents received by the Agent  from  that
     Obligor by facsimile and which may not have been incurred
     if,  at the time of receipt, the Agent had been given the
     instructions other than by facsimile.
     
33.  JURISDICTION

33.1 Submission

(a)  For  the  benefit  of  each Finance Party,  each  Obligor
     agrees  that  the courts of England have jurisdiction  to
     settle  any  disputes  in  connection  with  any  Finance
     Document  and accordingly submits to the jurisdiction  of
     the English courts.

(b)  Without  prejudice to paragraph (a) above,  each  Obligor
     agrees  that  the  State  Courts or  the  Federal  Courts
     sitting  in  the  State of New York have jurisdiction  to
     settle  any  disputes  in  connection  with  the  Finance
     Documents, and accordingly submits to the jurisdiction of
     those Courts.

33.2 Service of process

     Without  prejudice  to any other mode  of  service,  each
     Obligor:-

          (a)    if   it  is  not  incorporated  in   England,
          irrevocably  appoints the Company as its  agent  for
          service  of  process  relating  to  any  proceedings
          before  the  English courts in connection  with  any
          Finance Document;

     (b)  irrevocably   appoints  CT   Corporation   of   1633
          Broadway, New York, NY10033 as its agent for service
          of  process  relating to any proceedings before  the
          New  York  courts  in connection  with  any  Finance
          Document;
     
     (c)  agrees  to maintain an agent for service of  process
          in New York for so long as any amount is outstanding
          under this Agreement or any Commitment is in force;
     
     (d)  agrees that failure by a process agent to notify  it
          (where   applicable)  of  the   process   will   not
          invalidate the proceedings concerned;
     
     (e)  consents, where there is not an agent for service of
          process  in the jurisdiction where proceedings  have
          been  commenced, to the service of process  relating
          to any such proceedings by prepaid posting of a copy
          of  the  process to its address for the  time  being
          applying  under Clause 32.2 (Addresses for notices);
          and
     
     (f)  agrees   that  if  the  appointment  of  the  person
          mentioned  in  paragraph  (b)  above  ceases  to  be
          effective,  it shall immediately appoint  a  further
          person  in New York to accept service of process  on
          its behalf in New York and, failing such appointment
          within  15  days, the Agent is entitled  to  appoint
          such person by notice to the relevant Obligor.
     
33.3 Forum convenience and enforcement abroad

     Each Obligor:-

     (a)  waives  objection to the English courts and the  New
          York  courts  on  grounds of inconvenient  forum  or
          otherwise as regards proceedings in connection  with
          a Finance Document; and
     
     (b)  agrees that a non-appealable judgment or order of an
          English court or a New York court in connection with
          a  Finance Document is conclusive and binding on  it
          and  may be enforced against it in the courts of any
          other jurisdiction.

33.4 Non-exclusivity

     Nothing in this Clause 33 (Jurisdiction) limits the right
     of  a  Finance  Party  to  bring proceedings  against  an
     Obligor in connection with any Finance Document:-

     (a)  in any other court of competent jurisdiction; or
     
     (b)  concurrently in more than one jurisdiction.
     

34.  GOVERNING LAW

     This Agreement is governed by English law.
     
This Agreement has been entered into on the date stated at the
beginning of this Agreement.

                               
                          SCHEDULE 1
                               
                            PART I
                     ADDITIONAL GUARANTORS
                               
        ENTERGY INTERNATIONAL INVESTMENTS NO. 1 LTD LLC
        ENTERGY INTERNATIONAL INVESTMENTS NO. 2 LTD LLC
                ENTERGY LONDON HOLDINGS LIMITED
                  ENTERGY UK FINANCE LIMITED
                    ENTERGY LONDON LIMITED
                               
                               
                            PART II
                     BANKS AND COMMITMENTS
                               

Banks                                      Facility A       Facility C
                                           Commitments      Commitments
                                                  
ABN AMRO Bank N.V.                      BPS32,079,207.92  BPS7,920,792.08
Union Bank of Switzerland               BPS32,079,207.92  BPS7,920,792.08
Bayerische Landesbank Girozentrale      BPS36,389,851.49  BPS8,985,148.51
  London Branch                                   
The Sanwa Bank, Limited                 BPS36,389,851.49  BPS8,985,148.51
The Bank of Tokyo-Mitsubishi, Ltd       BPS30,274,752.48  BPS7,475,247.52
Barclays Bank PLC                       BPS30,274,752.48  BPS7,475,247.52
CIBC Wood Gundy PLCplc                  BPS30,274,752.48  BPS7,475,247.52
The Dai-Ichi Kangyo Bank, Limited       BPS30,274,752.48  BPS7,475,247.52
De Nationale Investeringsbank N.V.,     BPS30,274,752.48  BPS7,475,247.52
  London Branch                                  
Den Danske Bank Aktieselskab            BPS30,274,752.48  BPS7,475,247.52
Deutsche Bank AG London                 BPS30,274,752.48  BPS7,475,247.52
Dresdner Bank AG London Branch          BPS30,274,752.48  BPS7,475,247.52
Rabobank International, London Branch   BPS30,274,752.48  BPS7,475,247.52
  (Cooperatieve Centrale Raiffeisen 
  Boerenleenbank BA)
The Royal Bank of Scotland plc          BPS30,274,752.48  BPS7,475,247.52
Scotiabank Europe PLC                   BPS30,274,752.48  BPS7,475,247.52
Societe Generale                        BPS30,274,752.48  BPS7,475,247.52
The Sumitomo Trust & Banking Co., Ltd   BPS30,274,752.48  BPS7,475,247.52
The Toronto-Dominion Bank               BPS30,274,752.48  BPS7,475,247.52
Westdeustche Landesbank Girozentrale    BPS30,274,752.48  BPS7,475,247.52
Commonwealth Bank of Australia          BPS22,455,445.54  BPS5,544,554.46
Credit Lyonnais                         BPS22,455,445.54  BPS5,544,554.46
The Fuji Bank, Limited                  BPS22,455,445.54  BPS5,544,554.46
National Westminster Bank plc           BPS22,455,445.54  BPS5,544,554.46
The Sakura Bank, Limited                BPS22,455,445.54  BPS5,544,554.46
The Bank of New York                    BPS15,237,623.76  BPS3,762,376.24
ING Bank N.V., London Branch            BPS15,237,623.76  BPS3,762,376.24
Midland Bank PLC                        BPS15,237,623.76  BPS3,762,376.24
The Nikko Bank (UK) plc                 BPS15,237,623.76  BPS3,762,376.24
The Sumitomo Bank, Limited              BPS15,237,623.76  BPS3,762,376.24

Banks                                      Facility A      Facility C
                                          Commitments      Commitments

                                                  
The Tokai Bank, Limited                 BPS15,237,623.76  BPS3,762,376.24
The Toyo Trust and Banking Company,     BPS15,237,623.76  BPS3,762,376.24
Limited                                           
                                                  
                                        BPS810,000,000    BPS200,000,000


<PAGE>

                          SCHEDULE 2
                               
                  CALCULATION OF THE MLA COST


(a)  The  MLA  Cost  for a Loan for its Interest Period(s)  is
     calculated in accordance with the following formula:-

     BY + L(Y-X) + S(Y-Z)% per annum = MLA Cost
     ____________________
      100 - (B+S)
     
     where on the day of application of the formula:-
     
     B    is   the   percentage   of  the   Agent's   eligible
          liabilities  which the Bank of England requires  the
          Agent  to  hold  on  a non-interest-bearing  deposit
          account   in   accordance  with   its   cash   ratio
          requirements;
     
     Y    is  the  rate at which Sterling deposits are offered
          by   the  Agent  to  leading  banks  in  the  London
          interbank market at or about 11.00 a.m. on that  day
          for the relevant period;
     
     L    is  the percentage of eligible liabilities which the
          Bank  of  England requires the Agent to maintain  as
          secured  money  with members of the London  Discount
          Market Association and/or as secured call money with
          certain money brokers and gilt-edged primary  market
          makers;
     
     X    is  the  rate at which secured Sterling deposits  in
          the  relevant amount may be placed by the Agent with
          members  of  the London Discount Market  Association
          and/or  as  secured  call money with  certain  money
          brokers and gilt-edged primary market makers  at  or
          about  11.00  a.m.  on  that day  for  the  relevant
          period;
     
     S    is   the   percentage   of  the   Agent's   eligible
          liabilities  which the Bank of England requires  the
          Agent to place as a special deposit; and
     
     Z    is  the interest rate per annum allowed by the  Bank
          of England on special deposits.
     
(b)  For the purposes of this Schedule 2:-

     (i)  "eligible  liabilities" and "special deposits"  have
          the   meanings  given  to  them  at  the   time   of
          application of the formula by the Bank of England;
     
     (ii) "relevant period" in relation to a Loan, means:-
     
          (A)  if  the relevant Interest Period is 3 months or
               less, that Interest Period; or
          
          (B)  if the relevant Interest Period is more than  3
               months, 3 months.
     
(c)  In  the application of the formula, B, Y, L, X, S  and  Z
     are  included  in  the  formula as  figures  and  not  as
     percentages,  e.g.  if  B = 0.5%  and  Y  =  15%,  BY  is
     calculated as 0.5 x 15.

(d)       (i)   The formula is applied on the first day of the
          relevant Interest Period.

     (ii) Each  rate calculated in accordance with the formula
          is, if necessary, rounded upward to the nearest four
          decimal places.

(e)  If  the  Agent  determines that a change in circumstances
     has  rendered, or will render, the formula inappropriate,
     the  Agent (after consultation with the Company  and  the
     Banks)  shall notify the Company of the manner  in  which
     the  MLA Cost will subsequently be calculated. The manner
     of  calculation so notified by the Agent  shall,  in  the
     absence of manifest error, be binding on all the Parties.


<PAGE>
                          SCHEDULE 3
                               
                        FORM OF REQUEST
                               

To:  ABN AMRO BANK N.V. as Agent

From:     [ENTERGY UK LIMITED/LONDON ELECTRICITY plc]*

                            Date: [                          ]

ENTERGY UK LIMITED - BPS1,010,000,000 Revolving Credit Agreement
  dated 17th December, 1996 (as amended including by way of a
                     restatement agreement
                  dated 17th November, 1997)


1.    We  wish  to borrow a Facility A/a Facility C*  Loan  as
follows:-
     
     (a)  Drawdown Date:
          [                                         ]
     
     (b)  Amount: [                                         ]
     
     (c)  Interest Period:
          [                                         ]
          /alternative Interest Period
          [                                         ]**
     
     (d)  Payment instructions:
          [                                         ].
     
     
2.   We  confirm  that each condition specified  in  Clause  4
     (Conditions precedent) is satisfied on the date  of  this
     Request.


By:

[ENTERGY UK LIMITED/LONDON ELECTRICITY plc]*
Authorised Signatory

<PAGE>
                          SCHEDULE 4
                               
                 FORM OF NOVATION CERTIFICATE
                               

To:  ABN AMRO BANK N.V. as Agent

From: [THE   EXISTING BANK]    and   [THE   NEW   BANK]             Date:
[                   ]


ENTERGY UK LIMITED - BPS1,010,000,000 Revolving Credit Agreement
  dated 17th December, 1996 (as amended including by way of a
                     restatement agreement
                  dated 17th November, 1997)

We refer to Clause 26.3 (Procedure for novations).

1.   We    [                                         ]    (the
     "Existing                   Bank")                    and
     [                                      ] (the "New Bank")
     agree to the Existing Bank and the New Bank novating  all
     the  Existing  Bank's  Commitment(s)  and/or  rights  and
     obligations  referred  to in the Schedule  in  accordance
     with Clause 26.3 (Procedure for novations).

2.   The specified date for the purposes of Clause 26.3(c)  is
     [date of novation].

3.   The  Facility Office and address for notices of  the  New
     Bank  for  the  purposes of Clause  32.2  (Addresses  for
     notices) are set out in the Schedule.

4.   This Novation Certificate is governed by English law.


                         THE SCHEDULE

       Commitments/Rights and obligations to be novated

[Details  of  the  Commitments/rights and obligations  of  the
Existing Bank to be novated].

[New Bank]

[Facility Office                        Address for notices]

[Existing  Bank]          [New Bank]           ABN  AMRO  BANK
N.V.

By:                      By:                 By:

Date:                    Date:               Date:

                               
<PAGE>                               
                          SCHEDULE 5
                               
                       FORM OF DEBENTURE
                               
                               
                           DEBENTURE
                               
                               
                   DATED 17th November, 1997
                               
                               
                            BETWEEN
                               
                               
                      [RELEVANT OBLIGOR]
                               
                            - and -
                               
                               
                      ABN AMRO BANK N.V.
                               
                               
                               
                               
                               
                               
                               
                            London
                               
<PAGE>                               
                       TABLE OF CONTENTS


Clause                                                    Page

1.   INTERPRETATION                                         96
2.   FIXED SECURITY                                         99
3.   FLOATING CHARGE                                        99
4.   REPRESENTATIONS AND WARRANTIES                        100
5.   UNDERTAKINGS                                          100
7.   WHEN SECURITY BECOMES ENFORCEABLE                     102
8.   ENFORCEMENT OF SECURITY                               103
9.   RECEIVER                                              104
10.  POWERS OF RECEIVER                                    105
12.  APPLICATION OF PROCEEDS                               107
13.  EXPENSES AND INDEMNITY                                107
14.  DELEGATION                                            107
15.  FURTHER ASSURANCES                                    107
16.  POWER OF ATTORNEY                                     108
17.  MISCELLANEOUS                                         108
18.  RELEASE                                               109
19.  GOVERNING LAW                                         109

Schedules

1.   FORM OF NOTICE TO THE ACCOUNT BANK                    110
2.   FORM OF ACKNOWLEDGEMENT OF THE ACCOUNT BANK           111

SIGNATORIES                                                112


<PAGE>

THIS DEED is dated 17th November, 1997 between:

(1)  [                                                  ] (the
     "Chargor"); and

(2)  ABN AMRO BANK N.V. (the "Agent") as agent and trustee for
     the Secured Parties (as defined below).

BACKGROUND:

(A)   The Chargor enters into this Deed in connection with the
Credit Agreement (as defined below).

(B)  It  is intended that this document takes effect as a deed
     notwithstanding  the fact that a party may  only  execute
     this document under hand.

IT IS AGREED as follows:

1.   INTERPRETATION

1.1  Definitions

     In this Deed:
     
     "Account Bank"
     
     means a person with whom a Security Account is maintained
     under Clause 6 (Security Accounts).
     
     "Credit Agreement"
     
     means the BPS1,010,000,000 credit  agreement  dated  17th
     December, 1996 between (among others) the parties to this
     Deed  (as  amended,  including by way  of  a  restatement
     agreement dated 17th November, 1997).
     
     "EIL"
     
     means Entergy International Ltd LLC.
     
     "EIL Facility Agreement"
     
     means  the  U.S.$120,000,000 credit agreement dated  17th
     November,  1997  between  EIL,  the  Banks  (as   defined
     therein) and ABN AMRO Bank N.V. as administrative agent.
     
     ["Excluded Assets"
     
     means  the Tax Letter Agreement, any payments made  under
     the  Tax  Letter  Agreement or the Tax Sharing  Agreement
     referred to in it and any U.S. Dollar account into  which
     those payments may be made.]*
     
     "Financing Agreement"
     
     means:
     
     (a)  a Finance Document;
     
     (b)  the EIL Facility Agreement; or
     
     (c)  a Refinancing Agreement,
          
     and includes all amendments and supplements.
     
     "Group Shares"
     
     means any shares in any Obligor from time to time held by
     the Chargor or a nominee on its behalf.
     
     "Receiver"
     
     means  a  receiver  and  manager  or  (if  the  Agent  so
     specifies  in  the relevant appointment) a  receiver,  in
     either case, appointed under this Deed.
     
     "Refinancing Agreement"
     
     means  a  document  providing for Financial  Indebtedness
     satisfying  the  requirements of Clause  17.16(a)(vi)  or
     (vii) (Lending and borrowing) of the Credit Agreement (as
     in force at the date of this Deed).
     
     "Related Rights"
     
     means:
     
     (a)  any dividend or interest paid or payable in relation
     to any Shares;
     
     (b)  any  stocks, shares, securities, rights,  moneys  or
          property accruing or offered at any time in relation
          to  any  Shares  by way of redemption, substitution,
          exchange,  bonus or preference, under option  rights
          or otherwise; and
     
     (c)  all  dividends, interest or other income in  respect
          of any such asset as is referred to in paragraph (b)
          above.
     
     "Secured Liabilities"
     
     means  all present and future obligations and liabilities
     (whether actual or contingent and whether owed jointly or
     severally  or  in any other capacity whatsoever)  of  the
     Chargor,  EUK,  EIL,  Entergy  International  Investments
     No.  1  Ltd LLC, Entergy International Investments No.  2
     Ltd LLC or any Holding Company of any of the foregoing to
     any Secured Party under the Financing Agreements.
     
     "Secured Party"
     
     means:
     
     (a)    a   Finance  Party  (as  defined  in  the   Credit
     Agreement);
     
     (b)  the  Administrative Agent, an Arranger or  a  Lender
          (each as defined in the EIL Facility Agreement); or
     
     (c)  any creditor (or any agent, trustee or arranger)  in
          respect  of Financial Indebtedness incurred under  a
          Refinancing Agreement.
     
     "Security Account"
     
     means   an  account  of  the  Chargor  established  under
     Clause 6 (Security Accounts).
     
     "Security Assets"
     
     means  all  assets  of the Chargor  the  subject  of  any
     security created by this Deed.
     
     "Security Period"
     
     means  the period beginning on the date of this Deed  and
     ending  on the date on which the Agent is satisfied  that
     all the Secured Liabilities have been unconditionally and
     irrevocably paid and discharged in full.
     
     "Shares"
     
     means  the  Group  Shares and any other  stocks,  shares,
     debentures,  bonds  or other securities  and  investments
     held by the Chargor.
     
     
     ["Tax Letter Agreement"
     
     means  the  tax letter agreement dated on or  about  17th
     November,  1997  between among EIL, Entergy  Corporation,
     the  Chargor,  Entergy International Investments  No.1/2*
     Ltd  LLC  and ABN AMRO Bank N.V. as agent for the lenders
     under the EIL Facility Agreement.]**
     
1.2  Construction

(a)  Capitalised  terms defined in the Credit Agreement  have,
     unless  expressly defined in this Deed, the same  meaning
     in this Deed.

(b)  The  provisions  of  Clause 1.2 of the  Credit  Agreement
     apply to this Deed as though they were set out in full in
     this  Deed except that references to the Credit Agreement
     are to be construed as references to this Deed.

(c)  If the Agent (acting reasonably) considers that an amount
     paid  by  any Obligor or EIL to a Secured Party  under  a
     Financing  Agreement  is  capable  of  being  avoided  or
     otherwise  set aside on the liquidation or administration
     of  that  Obligor or EIL or otherwise, then  that  amount
     shall not be considered to have been irrevocably paid for
     the purposes of this Deed.

(d)  A  reference in this Deed to any assets includes,  unless
     the   context  otherwise  requires,  present  and  future
     assets.

2.   FIXED SECURITY

     [Except  for  any  Excluded  Assets]*  the  Chargor,   as
     beneficial owner and as security for the payment  of  all
     the Secured Liabilities, charges in favour of the Agent:-

     (a)  by  way  of a first legal mortgage all Group  Shares
          held by it and/or any nominee on its behalf and  all
          Related Rights accruing to the Group Shares; and

     (b)  by way of first fixed charge:-
     
          (i)  (to  the extent not effectively mortgaged under
               paragraph  (a) above) its interest in  all  the
               Shares and their Related Rights;
          
          (ii) to  the  fullest extent permitted by  law,  all
               moneys  standing to the credit of  any  account
               (including  the  Security  Accounts)  with  any
               person and the debts represented by them;
          
          (iii)     all of the Chargor's book and other debts,
               the  proceeds of the same and all other  moneys
               due and owing to the Chargor and the benefit of
               all  rights, securities and guarantees  of  any
               nature enjoyed or held by it in relation to any
               of the foregoing; and
          
          (iv) to  the  extent that they are able  to  be  the
               subject  of any Security Interest, the  benefit
               of  all  licences, consents and  authorisations
               (statutory  or  otherwise) held  in  connection
               with  its  business or the use of any  Security
               Asset  specified in any other sub-paragraph  in
               this  Clause  and  the  right  to  recover  and
               receive  all compensation which may be  payable
               to it in respect of them.
     
     The  mortgages and charges created by this Clause  2  are
     made with full title guarantee.
     
3.   FLOATING CHARGE

3.1  Creation of floating charge

     The  Chargor, as beneficial owner and as security for the
     payment  of  all of the Secured Liabilities,  charges  in
     favour  of  the  Agent by way of a first floating  charge
     [(other  than any Excluded Assets)]* all its  assets  not
     otherwise  effectively mortgaged or  charged  by  way  of
     fixed mortgage or charge by Clause 2 (Fixed Security).
     

3.2  Conversion

     The  Agent  may  by  notice to the  Chargor  convert  the
     floating charge created by this Deed into a fixed  charge
     as  regards all or any of the Chargor's assets  specified
     in the notice if:

     (a)  an Event of Default is outstanding; or

     (b)  the Agent considers those assets to be in danger  of
          being  seized  or sold under any form  of  distress,
          attachment, execution or other legal process  or  to
          be otherwise in jeopardy.
     
4.   REPRESENTATIONS AND WARRANTIES

4.1  Representations and warranties

     The  Chargor makes the representations and warranties set
     out in this Clause 4 to each Finance Party.

4.2  Security

     This Deed creates those Security Interests it purports to
     create  (subject,  as  to matters of  law  only,  to  the
     qualifications  in  the  legal opinions  referred  to  in
     Part I of Schedule 2 to the Restatement Agreement) and is
     not  liable to be avoided or otherwise set aside  on  the
     liquidation   or   administration  of  the   Chargor   or
     otherwise.
     
4.3  Shares

     The  Group Shares are fully paid and the Chargor  is  the
     sole  beneficial  owner  of the  Shares,  free  from  any
     Security Interest (other than this Deed) or option.
     
4.4  Times for making representations and warranties

     The  representations  and  warranties  set  out  in  this
     Clause 4 are made on the date of this Deed and are deemed
     to  be  repeated by the Chargor on each date  during  the
     Security   Period  with  reference  to  the   facts   and
     circumstances then existing.

5.   UNDERTAKINGS

5.1  Duration

     The  undertakings  in  this  Clause  5  remain  in  force
     throughout the Security Period.

5.2  Restrictions on dealing

     The Chargor  shall  not  (except as permitted  under  the
          Credit Agreement):-
     
     (a)  create or permit to subsist any Security Interest on
          any  Security Asset other than any Security Interest
          created by this Deed; or
     
     (b)  sell, transfer, grant, or lease or otherwise dispose
          of any Security Asset, except for:
     
          (i)  the disposal in the ordinary course of trade of
               any  Security  Asset subject  to  the  floating
               charge  created under Clause 3.1  (Creation  of
               floating charge);  or
          
          (ii) the  investment of any moneys in any commercial
               paper  rated A1 or higher by Standard  &  Poors
               Rating Group (or any of its successors)  or  P1
               or  higher  by Moody's Investors Service,  Inc.
               (or  any of its successors) or the disposal  of
               any such investment.
          
5.3  Book debts and receipts

     [Except  in  respect  of any Excluded  Asset,  the*  ]The
     Chargor shall:-
     
     (a)  get in and realise the Chargor's:
     
          (i)  securities  to  the  extent  held  by  way   of
               temporary investment; and
          
          (ii) book and other debts and other moneys,
          
          in  the ordinary course of its business and hold the
          proceeds  of  the getting in and realisation  (until
          payment  into  a  Security Account  if  required  in
          accordance with paragraph (b) below) upon trust  for
          the Agent; and
     
     (b)  save  to the extent that the Agent otherwise agrees,
          pay  the  proceeds of the getting in and realisation
          into a Security Account.

5.4  Notice to bank operating an account

     [Except  for  any US Dollar account into  which  proceeds
     comprising  an  Excluded  Asset  may  be  paid,  the]*The
     Chargor  will  give notice to any bank  (other  than  the
     Agent) operating an account of the Chargor on the date of
     this  Deed or (if later) the date the account is  opened,
     substantially  in the form of Schedule 1, and  shall  use
     its  reasonable endeavours to procure that  the  relevant
     bank acknowledges the notice substantially in the form of
     Schedule 2.

5.5  Deposit of Shares

     The Chargor shall:-
     
     (a)  deposit  with the Agent, or as the Agent may direct,
          all  certificates,  bearer  instruments,  and  other
          documents  of  title  or evidence  of  ownership  in
          relation to the Shares and their Related Rights  but
          only,  in  the case of Shares other than  the  Group
          Shares, if the Agent so requests whilst the security
          created by this Deed is enforceable; and
     
     (b)  execute and deliver to the Agent all share transfers
          and  other documents which may be requested  by  the
          Agent  in  order to enable the Agent or its nominees
          to be registered as the owner or otherwise obtain  a
          legal  title to the Shares and their Related  Rights
          but  only, in the case of the Shares other than  the
          Group  Shares, if the Agent so requests  whilst  the
          security created by this Deed is enforceable.

6.   SECURITY ACCOUNTS

6.1  Accounts

     All  Security Accounts must be maintained at a branch  of
     the  Account  Bank  approved by the Agent.   The  initial
     Account Bank is the Agent.
     
6.2  Change of Account Bank

(a)  The  Account  Bank  may be changed  to  another  bank  or
     financial institution if the Agent so agrees or requires.

(b)  A  change  only becomes effective upon the  proposed  new
     Account Bank agreeing with the Agent and the Chargor,  in
     a  manner  satisfactory to the Agent and the Chargor,  to
     fulfil the role of the Account Bank under this Deed.

(c)  In  the event of a change of Account Bank, the amount (if
     any)  standing  to  the credit of the  Security  Accounts
     maintained with the old Account Bank shall be transferred
     to  the  corresponding Security Accounts maintained  with
     the  new  Account  Bank  forthwith upon  the  appointment
     taking  effect.  The Chargor shall take any action  which
     the  Agent may reasonably require to facilitate a  change
     of  Account  Bank  and any transfer  of  credit  balances
     (including the execution of bank mandate forms).

6.3  Interest

     Amounts  standing to the credit of each Security  Account
     shall  bear interest at a rate considered by the  Account
     Bank to be a fair market rate.
     
6.4  Withdrawals

(a)  Except  with the prior consent of the Agent, the  Chargor
     shall not withdraw any moneys standing to the credit of a
     Security  Account except for a purpose not prohibited  by
     the Credit Agreement or a Refinancing Agreement at a time
     when  the  security  constituted  by  this  Deed  is  not
     enforceable or has not been enforced.

(b)  The Agent (or a Receiver) may (subject to the payment  of
     any  claims  having  priority to this security)  withdraw
     amounts  standing to the credit of a Security Account  to
     meet  an  amount  due  and payable  under  the  Financing
     Agreements when it is due and payable.

7.   WHEN SECURITY BECOMES ENFORCEABLE

     The  security  constituted  by  this  Deed  shall  become
     immediately  enforceable  if  an  Event  of  Default   is
     outstanding  and the power of sale shall  be  immediately
     exerciseable whilst this Deed is enforceable. Whilst  the
     security  constituted by this Deed  is  enforceable,  the
     Agent  may in its absolute discretion enforce all or  any
     part of the security in any manner it sees fit or as  the
     Majority  Banks  direct.   If  an  Event  of  Default  is
     remedied or waived, the security constituted by this Deed
     shall  remain  enforceable if,  prior  to  the  Event  of
     Default  being remedied, the Agent has taken any step  to
     enforce the security.

8.   ENFORCEMENT OF SECURITY

8.1  General

     For  the  purposes of all powers implied by statute,  the
     Secured  Liabilities are deemed to have  become  due  and
     payable  on  the  date of this Deed and section  103  and
     section  93  of  the Law of Property Act 1925  shall  not
     apply to the security constituted by this Deed.

8.2  Shares

     Whilst   the  security  constituted  by  this   Deed   is
     enforceable, the Agent may exercise (in the name  of  the
     Chargor  and without any further consent or authority  on
     the part of the Chargor) any voting rights and any powers
     or rights which may be exercised by the person or persons
     in  whose  name  any  Share and its  Related  Rights  are
     registered  or  who  is the holder  of  any  of  them  or
     otherwise (including all the powers given to trustees  by
     Section 10(3) and (4) of the Trustee Act, 1925 as amended
     by  Section  9  of the Trustee Investment  Act,  1961  in
     respect  of securities or property subject to  a  trust).
     Until  that  time,  the voting rights, powers  and  other
     rights in respect of the Shares shall (if exercisable  by
     the  Agent) be exercised in any manner which the  Chargor
     may direct in writing.

8.3  Contingencies

     If  the  Agent enforces the security constituted by  this
     Deed  at  a  time  when  no amounts  are  due  under  the
     Financing  Agreements but at a time when amounts  may  or
     will  become so due, the Agent (or the Receiver) may  pay
     the  proceeds  of any recoveries effected by  it  into  a
     Security Account.

8.4  No liability as mortgagee in possession

     Neither  the  Agent nor any Receiver will be  liable,  by
     reason  of entering into possession of a Security  Asset,
     to  account as mortgagee in possession or for any loss on
     realisation  or for any default or omission for  which  a
     mortgagee in possession might be liable.

8.5  Agent of the Chargor

     Each  Receiver is deemed to be the agent of  the  Chargor
     for  all purposes and accordingly is deemed to be in  the
     same position as a Receiver duly appointed by a mortgagee
     under  the  Law of Property Act 1925.  The Chargor  alone
     shall  be  responsible  for his  contracts,  engagements,
     acts,  omissions, defaults and losses and for liabilities
     incurred  by  him  and no Secured Party shall  incur  any
     liability (either to the Chargor or to any other  person)
     by  reason  of  the  Agent making his  appointment  as  a
     Receiver or for any other reason.

8.6  Protection of third parties

     No  person (including a purchaser) dealing with the Agent
     or  a Receiver or its or his agents will be concerned  to
     enquire:-

     (a)  whether the Secured Liabilities have become payable;
          or
     
     (b)  whether any power which the Agent or the Receiver is
          purporting to exercise has become exercisable; or
     
     (c)  whether  any  money remains due under the  Financing
          Agreements; or
     
     (d)  how  any  money paid to the Agent or to the Receiver
          is to be applied.

8.7  Redemption of prior mortgages

     At  any time whilst the security constituted by this Deed
     is enforceable, the Agent may:-
     
     (a)   redeem  any  prior  Security Interest  against  any
     Security Asset; and/or
     
     (b)   procure  the transfer of that Security Interest  to
     itself; and/or
     
     (c)  settle and pass the accounts of the prior mortgagee,
          chargee or encumbrancer; any accounts so settled and
          passed  shall  be  conclusive  and  binding  on  the
          Chargor.
     
     All   principal  moneys,  interest,  costs,  charges  and
     expenses of and incidental to any such redemption  and/or
     transfer  shall be paid by the Chargor to  the  Agent  on
     demand.
     
9.   RECEIVER

9.1  Appointment of Receiver

     At  any time whilst the security constituted by this Deed
     is  enforceable or, if the Chargor so requests the  Agent
     in  writing,  at any time, the Agent may without  further
     notice  appoint under seal or in writing under  its  hand
     any  one or more persons to be a Receiver of all  or  any
     part  of  the  Security Assets in like  manner  in  every
     respect as if the Agent had become entitled under the Law
     of  Property  Act  1925 to exercise  the  power  of  sale
     conferred under the Law of Property Act 1925.

9.2  Removal

     The  Agent may by writing under its hand (subject to  any
     requirement for an order of the court in the case  of  an
     administrative receiver) remove any Receiver appointed by
     it and may, whenever it deems it expedient, appoint a new
     Receiver  in  the place of any Receiver whose appointment
     may for any reason have terminated.

9.3  Remuneration

     The  Agent  may  fix  the remuneration  of  any  Receiver
     appointed by it.

9.4  Relationship with Agent

     To  the fullest extent permitted by law, any right, power
     or discretion conferred by this Deed (either expressly or
     impliedly)  upon  a Receiver of the Security  Assets  may
     after   the   security  created  by  this  Deed   becomes
     enforceable be exercised by the Agent in relation to  any
     Security  Asset without first appointing  a  Receiver  or
     notwithstanding the appointment of a Receiver.

10.  POWERS OF RECEIVER

10.1 General

(a)  Each  Receiver has, and is entitled to exercise,  all  of
     the  rights, powers and discretions set out below in this
     Clause  10 in addition to those conferred by the  Law  of
     Property Act 1925 on any receiver appointed under the Law
     of Property Act 1925.

(b)  If  there is more than one Receiver holding office at the
     same   time,  each  Receiver  may  (unless  the  document
     appointing  him  states otherwise) exercise  all  of  the
     powers   conferred  on  a  Receiver   under   this   Deed
     individually and to the exclusion of any other Receivers.

(c)  A  Receiver  who  is an administrative  receiver  of  the
     Chargor has all the rights, powers and discretions of  an
     administrative receiver under the Insolvency Act 1986.

10.2 Possession

     A  Receiver may take immediate possession of, get in  and
     collect any Security Assets.
     
10.3 Carry on business

     A Receiver may carry on the business of the Chargor as he
     thinks fit.

10.4 Protection of assets

     A  Receiver may do all acts as he may think fit which the
     Chargor  might do in the ordinary conduct of its business
     as  well for the protection as for the improvement of the
     Security Assets.

10.5 Employees

     A  Receiver may appoint and discharge managers, officers,
     agents, accountants, servants, workmen and others for the
     purposes  of this Deed upon such terms as to remuneration
     or  otherwise  as he may think proper and  discharge  any
     such persons appointed by the Chargor.

10.6 Borrow money

     A Receiver may raise and borrow money either unsecured or
     on  the security of any Security Asset either in priority
     to the security constituted by this Deed or otherwise and
     generally on any terms and for whatever purpose which  he
     thinks fit. No person lending that money is concerned  to
     enquire as to the propriety or purpose of the exercise of
     that  power or to check the application of any  money  so
     raised or borrowed.

10.7 Sale of assets

     A  Receiver  may sell, exchange, convert into  money  and
     realise  any Security Asset by public auction or  private
     contract  and  generally in any manner and on  any  terms
     which  he  thinks proper. The consideration for any  such
     transaction  may  consist of cash,  debentures  or  other
     obligations,    shares,   stock   or    other    valuable
     consideration and any such consideration may  be  payable
     in  a  lump sum or by instalments spread over such period
     as he thinks fit.

10.8 Compromise

     A  Receiver  may  settle, adjust, refer  to  arbitration,
     compromise  and  arrange any claims, accounts,  disputes,
     questions  and demands with or by any person  who  is  or
     claims to be a creditor of the Chargor or relating in any
     way to any Security Asset.

10.9 Legal Actions

     A  Receiver  may  bring, prosecute, enforce,  defend  and
     abandon all actions, suits and proceedings in relation to
     any Security Asset which may seem to him to be expedient.

10.10     Receipts

     A  Receiver  may give valid receipts for all  moneys  and
     execute all assurances and things which may be proper  or
     desirable for realising any Security Asset.

10.11     Subsidiaries

     A  Receiver  may  form a Subsidiary of  the  Chargor  and
     transfer to that Subsidiary any Security Asset.

10.12     Delegation

     A  Receiver  may  delegate his powers in accordance  with
     Clause 14 (Delegation).

10.13     Other powers

     A Receiver may:-

     (a)  do  all  other acts and things which he may consider
          desirable  or  necessary for realising any  Security
          Asset  or  incidental or conducive  to  any  of  the
          rights,  powers  or  discretions  conferred   on   a
          Receiver under or by virtue of this Deed; and
     
     (b)  exercise in relation to any Security Asset  all  the
          powers,  authorities and things which  he  would  be
          capable  of  exercising  if  he  were  the  absolute
          beneficial owner of the same,
     
     and may  use the name of the Chargor for any of the above
          purposes.
     
11.  SET OFF

     The   Agent   may,  at  any  time  whilst  the   security
     constituted  by this Deed is enforceable, without  notice
     to or making demand on the Chargor and whether or not all
     or any of the Secured Liabilities have matured:
     
     (a)  set  off any of the Secured Liabilities against  any
          liability (whether or not matured) owed by the Agent
          to  the  Chargor  in respect of any  moneys  in  the
          Security   Accounts  regardless  of  the  place   of
          payment,  booking  branch  or  currency  of   either
          obligation; and/or
     
     (b)  debit  any account of the Chargor (whether  sole  or
          joint) with the Agent at any of its offices anywhere
          (including  an  account opened  specially  for  that
          purpose)  with  all  or  any  part  of  the  Secured
          Liabilities; and/or
     
     (c)  apply any moneys in a Security Account in or towards
          the payment or discharge of the Secured Liabilities.
     
12.  APPLICATION OF PROCEEDS

     Any  moneys received by the Agent or any Receiver  whilst
     the  security  constituted by this  Deed  is  enforceable
     shall be applied in the following order of priority  (but
     without  prejudice to the right of any Secured  Party  to
     recover any shortfall from the Chargor):
     
     (a)  in  satisfaction of or provision for all  costs  and
          expenses  incurred by the Agent or any Receiver  and
          of  all remuneration due to the Receiver under  this
          Deed;
     
     (b)  in  or  towards  payment of the Secured  Liabilities
          under  the  Finance  Documents and  the  Refinancing
          Agreements   pari   passu   (unless   the   relevant
          refinancing is undertaken on a basis subordinate  to
          the    Secured   Liabilities   under   the   Finance
          Documents);
     
     (c)  in  or  towards  payment of the Secured  Liabilities
          under the Refinancing Agreements pari passu (if  the
          relevant  refinancing  is  undertaken  on  a   basis
          subordinate  to  the Secured Liabilities  under  the
          Finance Documents);
     
     (d)  in  or  towards  payment of the Secured  Liabilities
          under the EIL Facility Agreement; and
     
     (e)  in payment of the surplus (if any) to the Chargor or
          other person entitled to it.
     
13.  EXPENSES AND INDEMNITY

     The  Chargor shall forthwith on demand pay all costs  and
     expenses  (including legal fees) incurred  in  connection
     with  this Deed by any Secured Party, Receiver, attorney,
     manager,  agent or other person appointed  by  the  Agent
     under  this  Deed,  and  keep each  of  them  indemnified
     against any failure or delay in paying the same.

14.  DELEGATION

     The  Agent  and  any Receiver may delegate  by  power  of
     attorney or in any other manner to any person any  right,
     power  or discretion exercisable by them under this Deed.
     Any such delegation may be made upon the terms (including
     power  to  sub-delegate) and subject to  any  regulations
     which the Agent or that Receiver (as the case may be) may
     think fit. Neither the Agent nor any Receiver will be  in
     any way liable or responsible to the Chargor for any loss
     or  liability arising from any act, default, omission  or
     misconduct  on  the  part of any such  delegate  or  sub-
     delegate.

15.  FURTHER ASSURANCES

     The  Chargor  shall,  at its own expense,  take  whatever
     action  the  Agent  or a Receiver may reasonably  require
     for:-
     
     (a)  perfecting or protecting the security intended to be
          created by this Deed over any Security Asset;
     
     (b)  facilitating the realisation of any Security  Asset,
          or  the  exercise of any right, power or  discretion
          exercisable, by the Agent or any Receiver or any  of
          its  or  their delegates or sub-delegates in respect
          of any Security Asset,
     
     including  the  execution  of any  transfer,  conveyance,
     assignment  or assurance of any property whether  to  the
     Agent  or to its nominees, and the giving of any  notice,
     order  or  direction and the making of any  registration,
     which, in any such case, the Agent may think expedient.

16.  POWER OF ATTORNEY

     The   Chargor,  by  way  of  security,  irrevocably   and
     severally  appoints the Agent, each Receiver and  any  of
     their  delegates or sub-delegates to be its  attorney  to
     take  any  action  which the Chargor is obliged  to  take
     under  this  Deed,  including under  Clause  15  (Further
     assurances).  The Chargor ratifies and confirms  whatever
     any  attorney  does  or purports to do  pursuant  to  its
     appointment under this Clause.

17.  MISCELLANEOUS

17.1 Covenant to pay

     The   Chargor   shall  pay  or  discharge   the   Secured
     Liabilities  in  the manner provided for in  the  Finance
     Documents and the Refinancing Agreements.
     
17.2 Continuing security

     The  security constituted by this Deed is continuing  and
     will  extend  to the ultimate balance of all the  Secured
     Liabilities,  regardless of any intermediate  payment  or
     discharge in whole or in part.

17.3 Additional security

     The  security constituted by this Deed is in addition  to
     and  is  not in any way prejudiced by any other  security
     now  or  subsequently held by any Secured Party  for  any
     Secured Liability.

17.4 Tacking

     Each  Bank shall perform its obligations under the Credit
     Agreement  (including any obligation  to  make  available
     further advances).

17.5 New Accounts

     If  a Secured Party receives, or is deemed to be affected
     by,  notice,  whether  actual  or  constructive,  of  any
     subsequent   charge  or  other  interest  affecting   any
     Security  Asset  and/or  the  proceeds  of  sale  of  any
     Security Asset, the Secured Party may open a new  account
     with  the Chargor. If the Secured Party does not  open  a
     new  account, it shall nevertheless be treated as  if  it
     had done so at the time when it received or was deemed to
     have received notice. As from that time all payments made
     to  the  Secured Party will be credited or be treated  as
     having  been  credited to the new account  and  will  not
     operate  to  reduce  any amount for which  this  Deed  is
     security.

17.6 Time deposits

     Without  prejudice  to any right of set-off  any  Secured
     Party  may  have  under  any other  Finance  Document  or
     otherwise, if any time deposit matures on any account the
     Chargor  has with any Secured Party at a time within  the
     Security Period when:

     (a)  this security has become enforceable; and
     
     (b)   no  amount of the Secured Liabilities  is  due  and
     payable,
     
     that time deposit shall automatically be renewed for  any
     further  maturity  which  that  Secured  Party  considers
     appropriate.
     
18.  RELEASE

     Upon   the  expiry  of  the  Security  Period  (but   not
     otherwise), the Secured Parties shall, at the request and
     cost of the Chargor, take whatever action is necessary to
     release the Security Assets from the security constituted
     by this Deed.

19.  GOVERNING LAW

     This Deed is governed by English law.

 This Deed has been entered into as a deed on the date stated
                at the beginning of this Deed.

<PAGE>
                          SCHEDULE 1
                               
              Form of notice to the Account Bank
                               
To:  [                                            ]

                                                             [
], [         ]

Dear Sirs,

We  give  you notice that, by a Debenture dated 17th November,
1997,  [                        ] charged (by way of  a  first
fixed and floating charge) to ABN AMRO Bank N.V. (as agent and
trustee)  (the  "Agent") all moneys (including interest)  from
time  to  time standing to the credit of certain bank accounts
(the "Accounts") and the debt or debts represented thereby.

We  irrevocably instruct and authorise you to disclose to  the
Agent  without any reference to or further authority  from  us
and without any inquiry by you as to the justification for the
disclosure,  any information relating to any of  the  Accounts
maintained with you from time to time as the Agent may, at any
time  and  from time to time, request you to disclose  to  it.
Until the Agent notifies you in writing that it has taken  any
step to enforce the security constituted by the Debenture,  we
are  entitled to operate the Accounts in accordance  with  our
usual practice.

This letter is governed by English law.

Would  you  please  confirm your agreement  to  the  above  by
sending the enclosed acknowledgement to the Agent with a  copy
to ourselves.

Yours faithfully,



 ................................
(Authorised signatory)
[                           ]


<PAGE>
                          SCHEDULE 2
                               
          Form of acknowledgement of the Account Bank
                               
                               
                               
                               
To:  ABN AMRO Bank N.V.

     For the attention of: [                     ]
     [relevant address applying under
     Clause 32 (Notices) of the Credit Agreement]


                    [                              ], [      ]


Dear Sirs,


We  confirm receipt  from  [                                 ]
(the       "Company")      of       a       notice       dated
[                                     ]  of a charge upon  the
terms  of a Debenture dated 17th November, 1997 of all  moneys
(including interest) from time to time standing to the  credit
of  certain bank accounts of the Company (the "Accounts")  and
the debt or debts represented thereby.

We confirm that we have not received notice of the interest of
any third party in any of the Accounts maintained with us.

We  confirm that, until you give us notice in writing that the
assets  charged to you under the Debenture have been released,
we  do not have, and will not make or exercise, any claims  or
demands, any rights of counterclaim, rights of set-off or  any
other  equities against the Company in respect of the Accounts
maintained with us.

This letter is governed by English law.

Yours faithfully,




 .................................
[               ]

<PAGE>
                 SIGNATORIES TO THE DEBENTURE


The Chargor

EXECUTED as a deed            )
by [THE CHARGOR]              )
acting by [name of Director]       )
and [name of Director/Secretary]   )



 ....................................................
director



 .....................................................
director/secretary


The Agent

ABN AMRO BANK N.V.

By:


<PAGE>


                          SCHEDULE 6
                               
                FORM OF SUBORDINATION AGREEMENT
                               
      DATED [                               ], [        ]
                               
                               
                            BETWEEN
                               
                               
                ENTERGY LONDON INVESTMENTS PLC
                               
                             -and-
                               
                      THE JUNIOR CREDITOR
                   (as defined in this Deed)
                               
                             -and-
                               
                      ABN AMRO BANK N.V.
                       as Security Agent
                               
                               
               _________________________________
                               
                    SUBORDINATION AGREEMENT
                 relating to a BPS1,010,000,000
          credit agreement dated 17th December, 1996
       between ENTERGY LONDON INVESTMENTS PLC and others
    (as amended including by way of a restatement agreement
                  dated 17th November, 1997)
              __________________________________
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                            London
<PAGE>                               
                       TABLE OF CONTENTS
                               
Clause                                                    Page

1.   INTERPRETATION                                        115
2.   THE COMPANY'S UNDERTAKINGS                            117
3.   JUNIOR CREDITOR'S UNDERTAKINGS                        117
4.   TURNOVER OF NON-PERMITTED RECOVERIES                  118
5.   SUBORDINATION ON INSOLVENCY                           118
6.   CONSENTS                                              119
7.   REPRESENTATIONS AND WARRANTIES                        119
8.   SUBROGATION BY THE JUNIOR CREDITOR                    119
9.   PROTECTION OF SUBORDINATION                           120
10.  PRESERVATION OF JUNIOR DEBT                           121
11.  CHANGES TO THE PARTIES                                121
12.  MISCELLANEOUS                                         121
13.  INDEMNITY                                             122
14.  WAIVERS; REMEDIES CUMULATIVE                          122
15.  SEVERABILITY                                          122
16.  GOVERNING LAW                                         122

SIGNATORIES                                                123

THIS SUBORDINATION AGREEMENT is dated [                      ]
between:

(1)  [                                                  ] (the
     "Junior Creditor");

(2)  ENTERGY     LONDON     INVESTMENTS    PLC     (Registered
     No. 3261188)(the "Company"); and

(3)  ABN AMRO BANK N.V. (the "Agent") as agent and trustee for
     the Finance Parties.

BACKGROUND:

(A)  By  the  Credit Agreement the Banks have agreed  to  make
     available a credit facility of up to BPS1,010,000,000  to
     the Borrowers.

(B)  The Junior Creditor has agreed to subordinate all amounts
     payable  under the Junior Finance Documents on the  terms
     of this Deed.

(C)  It  is intended that this document takes effect as a deed
     notwithstanding  the fact that a party may  only  execute
     this document under hand.

1.   INTERPRETATION

1.1  Definitions

     In this Deed:
     
     "Credit Agreement"
          
     means  the  agreement  dated  17th  December,  1996   (as
     amended,  including  by  way of a  restatement  agreement
     dated  17th  November, 1997) between (among  others)  the
     Borrowers and the Agent for a credit facility  of  up  to
     BPS1,010,000,000.
     
     "Junior Debt"
     
     means  all  present  and  future liabilities  (actual  or
     contingent)  payable or owing to the Junior  Creditor  by
     the  Company  under  or  in connection  with  the  Junior
     Finance Documents relating thereto together with:

     (a)  any permitted novation, deferral or extension of any
          of those liabilities;
     
     (b)  any further advances which may be made by the Junior
          Creditor   to   the  Company  under  any   agreement
          expressed  to be supplemental to any Junior  Finance
          Document  plus  all  interest,  fees  and  costs  in
          connection therewith;
     
     (c)  any claim for damages or restitution in the event of
          rescission of any of those liabilities or  otherwise
          in connection with the Junior Finance Documents;
     
     (d)  any  claim  against  the Company  flowing  from  any
          recovery by the Company of a payment or discharge in
          respect   of   those  liabilities  on   grounds   of
          preference or otherwise; and
     
     (e)  any amounts (such as post-insolvency interest) which
          would  be  included  in any of  the  above  for  any
          discharge, non-provability, unenforceability or non-
          allowability of the same in any insolvency or  other
          proceedings.

     "Junior Finance Documents"
     
     means   [specify  debt  document]  and  all   variations,
     replacements, novations of and supplements thereto.

     "Majority Banks"
          
     has the meaning given to it in the Credit Agreement.

     "Senior Debt"
     
     means  all  present  and  future liabilities  (actual  or
     contingent)  payable  or owing  by  any  Obligor  to  the
     Finance  Parties under or in connection with the  Finance
     Documents together with:

     (a)  any  refinancing, novation, refunding,  deferral  or
          extension of any of those liabilities;
     
     (b)  any  further  advances which  may  be  made  by  the
          Finance  Parties to any Obligor under any  agreement
          expressed to be supplemental to any Finance Document
          plus  all  interest,  fees and costs  in  connection
          therewith;
     
     (c)  any claim for damages or restitution in the event of
          rescission of any of those liabilities or  otherwise
          in connection with the Finance Documents;
     
     (d)  any  claim  against  any Obligor  flowing  from  any
          recovery  by such Obligor of a payment or  discharge
          in  respect  of  those  liabilities  on  grounds  of
          preference or otherwise; and
     
     (e)  any amounts (such as post-insolvency interest) which
          would  be  included  in any of  the  above  for  any
          discharge,   non-provability,  unenforceability   or
          non-allowability  of the same in any  insolvency  or
          other proceedings.

     "Senior Liabilities"
     
     means  all present and future obligations and liabilities
     (whether  actual or contingent and whether owned  jointly
     or  severally  or  in  any capacity whatsoever)  of  each
     Obligor  to any Finance Party under each Finance Document
     to which such Obligor is a party.

     
1.2  Construction

(a)  Capitalised  terms defined in the Credit Agreement  have,
     unless  expressly defined in this Deed, the same  meaning
     in this Deed.

(b)  The  provisions  of  Clause 1.2 of the  Credit  Agreement
     apply to this Deed as though they were set out in full in
     this  Deed except that references to the Credit Agreement
     are to be construed as references to this Deed.

(c)  References to any document, instrument or agreement shall
     be  construed as to include such document, instrument  or
     agreement  as  varied, amended, supplemented  or  novated
     from time to time.

2.   THE COMPANY'S UNDERTAKINGS

     So  long as any Senior Debt is outstanding and until  the
     Senior  Liabilities have been irrevocably paid  in  full,
     the  Company  will  not  except as  permitted  under  the
     Finance Documents (including, without limitation,  Clause
     17.15 (Distributions)) or except as the Agent (acting  on
     the  instructions of the Majority Banks)  has  previously
     consented:

     (a)  subject  to  Clause 5 (Subordination on insolvency),
          pay  or  repay  or purchase or acquire  any  of  the
          Junior Debt; or

     (b)  discharge any of the Junior Debt by set-off; or
     
     (c)  create or permit to subsist security over any of its
          assets for any of the Junior Debt; or
     
     (d)  amend, vary, waive or release any term of the Junior
          Finance  Documents  (other than  any  procedural  or
          administrative change or any other change which  can
          reasonably  be expected not to prejudice any  Senior
          Debt or any Finance Party); or
     
     (e)  take  or  omit  to  take  any  action  whereby   the
          subordination  achieved  by  this   Deed   will   be
          impaired.

3.   JUNIOR CREDITOR'S UNDERTAKINGS

     So  long as any Senior Debt is outstanding and until  the
     Senior  Liabilities have been irrevocably paid  in  full,
     except,  as  permitted  under the  Finance  Documents  or
     except  as the Agent (acting on the instructions  of  the
     Majority  Banks)  has  previously consented,  the  Junior
     Creditor will:

     (a)  subject  to  Clause 5 (Subordination on insolvency),
          not  demand or receive payment of any of the  Junior
          Debt  from the Company or any other source or  apply
          any money or assets in discharge of any Junior Debt;
     
     (b)  not discharge any of the Junior Debt by set-off;
     
     (c)  not  permit  to subsist or receive any security  for
          any of the Junior Debt;
     
     (d)  not  permit  to subsist or receive any guarantee  or
          other  assurance against loss in respect of  any  of
          the Junior Debt;
     
     (e)  not  amend, vary, waive or release any term  of  the
          Junior  Finance Documents (other than any procedural
          or  administrative change or any other change  which
          can  reasonably  be expected not  to  prejudice  any
          Senior Debt or any Finance Party);
     
     (f)  promptly notify the Agent of any default or event of
          default in respect of the Junior Debt;
     
     (g)  unless   Clause  5  (Subordination  on   insolvency)
          applies, not:

          (i)  declare any of the Junior Debt prematurely  due
               and payable;
          
          (ii) enforce   the  Junior  Debt  by  execution   or
               otherwise; or
          
          (iii)      initiate or take any steps with a view to
               any  insolvency, reorganisation or  dissolution
               proceedings in respect of the Company; and
          
     (h)  not  take  or  omit to take any action  whereby  the
          subordination achieved by this Deed may be impaired.
     
4.   TURNOVER OF NON-PERMITTED RECOVERIES

4.1  Non-permitted payment

     If, other than as permitted under the Finance Documents:
     
     (a)  the   Junior   Creditor  receives   a   payment   or
          distribution  in respect of any of the  Junior  Debt
          from the Company or any other source; or

     (b)  the  Junior  Creditor receives the proceeds  of  any
          enforcement of any security or any guarantee for any
          Junior Debt; or
     
     (c)  the Company makes any payment or distribution to the
          Junior Creditor on account of the purchase or  other
          acquisition of any of the Junior Debt,

     the  Junior Creditor will hold the same in trust for  the
     Finance  Parties and pay and distribute it to  the  Agent
     for  application towards the Senior Debt until the Senior
     Debt is irrevocably paid in full.

4.2  Non-permitted set-offs

     If,  other than as permitted under the Finance Documents,
     for  any reason, any of the Junior Debt is discharged  by
     set-off, the Junior Creditor will promptly pay an  amount
     equal  to  the  discharge to the  Agent  for  application
     towards  the  Senior  Debt  until  the  Senior  Debt   is
     irrevocably paid in full.

4.3  Failure of trust

     If, for any reason, a trust in favour of, or a holding of
     property  for,  the Finance Parties under  this  Deed  is
     invalid  or unenforceable, the Junior Creditor  will  pay
     and  deliver to the Agent an amount equal to the payment,
     receipt  or  recovery  which the  Junior  Creditor  would
     otherwise  have  been bound to hold on trust  for  or  as
     property of the Finance Parties.

5.   SUBORDINATION ON INSOLVENCY

     If any of the events set out in Clauses 18.6 (Insolvency)
     to  18.10  (Analogous  proceedings)  (inclusive)  of  the
     Credit Agreement exists THEN

     (a)  the  Junior  Debt will be subordinate  in  right  of
          payment to the Senior Debt;
     
     (b)  the  Agent  may,  and is irrevocably  authorised  on
          behalf of the Junior Creditor to, (i) claim, enforce
          and  prove for the Junior Debt, (ii) file claims and
          proofs,  give receipts and take all such proceedings
          and  do all such things as the Agent reasonably sees
          fit to recover the Junior Debt and (iii) receive all
          distributions  on  the Junior Debt  for  application
          towards the Senior Debt;
     
     (c)  if  and to the extent that the Agent is not entitled
          to do any of the foregoing, the Junior Creditor will
          do  so  in good time as reasonably directed  by  the
          Agent;
     
     (d)  the  Junior Creditor will hold all distributions  in
          cash  or  in kind received or receivable  by  it  in
          respect of the Junior Debt from the Company or  from
          any  other  source in trust for the Finance  Parties
          and  will (at the Junior Creditor's expense) pay and
          transfer  the  same  to  the Agent  for  application
          towards  the  Senior Debt until the Senior  Debt  is
          irrevocably paid in full; and
     
     (e)  the  trustee in bankruptcy, liquidator, assignee  or
          other  person distributing the assets of the Company
          or  their  proceeds is directed to pay distributions
          on   the  Junior  Debt  direct  to  the  Agent   for
          application towards the Senior Debt until the Senior
          Debt  is  irrevocably  paid  in  full.   The  Junior
          Creditor will give all such notices and do all  such
          things  as the Agent may reasonably direct  to  give
          effect to this provision.

6.   CONSENTS

     The  Junior Creditor will not have any remedy against the
     Company  or  any other Obligor, the Agent or the  Finance
     Parties by reason of any transaction entered into between
     the Agent and/or the Finance Parties and an Obligor which
     violates  any  Junior  Finance Document  and  the  Junior
     Creditor may not object to any such transaction by reason
     of any provisions of the Junior Finance Documents.

7.   REPRESENTATIONS AND WARRANTIES

     The  Junior Creditor represents and warrants to the Agent
     and each Finance Party that this Deed:

     (a)  is within its powers and has been duly authorised by
          it;

     (b)  constitutes    its   legal,   valid   and    binding
          obligations; and

     (c)  does  not conflict in any material respect with  any
          law or regulation or its constitutional documents or
          any  document binding on it and that it has obtained
          all  necessary consents for its performance of  this
          Deed.
     
8.   SUBROGATION BY THE JUNIOR CREDITOR

     If any of the Senior Debt is wholly or partially paid out
     of  any proceeds received in respect of or on account  of
     the  Junior Debt, the Junior Creditor will to that extent
     be  subrogated to the Senior Debt so paid but not  before
     all the Senior Debt is paid in full.

9.   PROTECTION OF SUBORDINATION

9.1  Continuing subordination

     The  subordination provisions in this Deed  constitute  a
     continuing subordination and benefit the ultimate balance
     of the Senior Debt regardless of any intermediate payment
     or discharge of the Senior Debt in whole or in part.

9.2  Waiver of defences

     The subordination in this Deed and the obligations of the
     Junior  Creditor under this Deed will not be affected  by
     any  act,  omission, matter or thing which, but for  this
     provision,   would  reduce,  release  or  prejudice   the
     subordination or any of those obligations in whole or  in
     part, including without limitation:

     (a)  any  waiver  granted  to, or composition  with,  any
          Obligor or other person;
     
     (b)  the taking, variation, compromise, exchange, renewal
          or  release  of, or refusal or neglect  to  perfect,
          take  up or enforce, any rights against, or security
          over  assets  of,  any Obligor or  other  person  in
          respect  of  the  Senior Debt or  otherwise  or  any
          failure  to realise the full value of any  security;
          or
     
     (c)  any  unenforceability, illegality or  invalidity  of
          any obligation of any Obligor or security in respect
          of   the  Senior  Debt  or  any  other  document  or
          security.

9.3  Immediate recourse

     The Junior Creditor waives any right it may have of first
     requiring any Finance Party (or the Agent or any  trustee
     or  other  agent  on  its behalf) to proceed  against  or
     enforce  any  other rights or security or  claim  payment
     from any person before claiming the benefit of this Deed.
     The  Agent  may  refrain from applying or  enforcing  any
     money, rights or security unless and until instructed  by
     the  Majority  Banks.  The Majority  Banks  may  give  or
     refrain  from giving instructions to the Agent to enforce
     or  refrain from enforcing any security as long  as  they
     see fit.

9.4  Appropriations

     Until  the Senior Liabilities have been irrevocably  paid
     in full, the Agent may:

     (a)  apply  any  moneys or property received  under  this
          Deed  or  from any Obligor or from any other  person
          against the Senior Debt in accordance with the terms
          of the Credit Agreement;
     
     (b)  hold  in  an  interest-bearing suspense account  any
          moneys  or  distributions received from  the  Junior
          Creditors  under Clause 4 (Turnover of non-permitted
          recoveries)   or   Clause   5   (Subordination    on
          insolvency)  or on account of the liability  of  the
          Junior Creditor under this Deed.
     
9.5  Non-competition

     Until  the Senior Liabilities have been irrevocably  paid
     in  full, the Junior Creditor will not by virtue  of  any
     payment  or  performance by them under this  Deed  or  by
     virtue  of the operation of Clauses 4 (Turnover  of  non-
     permitted recoveries) or 5 (Subordination on insolvency):-

     (a)  be  subrogated  to  any rights, security  or  moneys
          held,  received or receivable by any  Finance  Party
          (or  the Agent or any trustee or other agent on  its
          behalf)  or be entitled to any right of contribution
          or  indemnity  in  respect of any  payment  made  or
          moneys  received on account of the Junior Creditor's
          liability under this Deed; or
     
     (b)  claim,  rank,  prove or vote as a  creditor  of  any
          Obligor  or other person or their respective estates
          in  competition with any Finance Party (or the Agent
          or any trustee or other agent on its behalf); or
     
     (c)  receive,  claim or have the benefit of any  payment,
          distribution or security from or on account  of  any
          Obligor or other person.

10.  PRESERVATION OF JUNIOR DEBT

     Notwithstanding   any  term  of  this  Deed   postponing,
     subordinating  or preventing the payment of  any  of  the
     Junior  Debt, the Junior Debt concerned shall, solely  as
     between the Company and the Junior Creditor, remain owing
     or  due  and payable in accordance with the terms of  the
     Junior   Finance  Documents,  and  interest  and  default
     interest will accrue on missed payments accordingly.

11.  CHANGES TO THE PARTIES

11.1 Successors and assigns

     This Deed is binding on the successors and assigns of the
     parties hereto.
     
11.2 The Company and the Junior Creditor

     Neither the Company nor the Junior Creditor may assign or
     transfer  any of their rights or obligations  under  this
     Deed without the consent of the Majority Banks.
     
11.3 The Agent and the Finance Parties

     The Agent and the Finance Parties may assign or otherwise
     dispose of all or any of their rights under this Deed  in
     accordance  with  the Senior Finance Documents  to  which
     they are respectively a party.
     
12.  MISCELLANEOUS

12.1 Perpetuity

     The  perpetuity period for the trusts in this Deed is  80
     years.

12.2 Power of attorney

     By  way  of  security for the obligations of  the  Junior
     Creditor under this Deed, the Junior Creditor irrevocably
     appoints  the Agent as its attorney to do anything  which
     the  Junior Creditor is required to do by this  Deed  but
     has  failed  to  do, having been given 10 Business  Day's
     notice  to  rectify such non-compliance.  The  Agent  may
     delegate  this  power  subject to  the  approval  of  the
     Majority Banks.

13.  INDEMNITY

(a)  The  Company will indemnify the Agent and every  attorney
     appointed  by  it  in  respect  of  all  liabilities  and
     expenses  reasonably incurred by it or him in good  faith
     in connection with the enforcement or preservation of any
     rights in accordance with this Deed.

(b)  The  Agent shall not be liable for any losses arising  in
     connection with the exercise or purported exercise of any
     of its rights, powers and discretions in good faith under
     this  Deed, unless that liability arises as a  result  of
     the   Agent's  negligence  or  wilful  default   and   in
     particular   (but  without  limitation)  the   Agent   in
     possession shall not be liable to account as mortgagee in
     possession or for anything except actual receipts.

14.  WAIVERS; REMEDIES CUMULATIVE

     The rights  of  the  Agent and the Finance Parties  under
          this Deed:
     
     (a)  may be exercised as often as necessary;
     
     (b)  are cumulative and are not exclusive of their rights
          under the general law; and
     
     (c)  may  be waived only in writing and specifically  and
          may  be  on  such terms as the Agent or the  Finance
          Parties see fit.
     
15.  SEVERABILITY

(a)  If  a  provision  of  this Deed is  or  becomes  illegal,
     invalid or unenforceable in any jurisdiction, that  shall
     not affect:

     (i)  the  validity or enforceability in that jurisdiction
          of any other provision of this Deed; or
     
     (ii) the    validity   or   enforceability    in    other
          jurisdictions of that or any other provision of this
          Deed.
     
(b)  This  Deed may be executed in any number of counterparts,
     all  of  which, taken together, shall constitute one  and
     the  same  instrument and any party may enter  into  this
     Deed by executing a counterpart.
     
16.  GOVERNING LAW

     This  Deed  is  governed  by and shall  be  construed  in
     accordance with English law.
     
This  Deed  has  been entered into on the date stated  at  the
beginning of this Deed.

          SIGNATORIES TO THE SUBORDINATION AGREEMENT
                               
                               
Junior Creditor

[                                        ]

By:




Company

ENTERGY LONDON INVESTMENTS PLC

By:




Agent

ABN AMRO BANK N.V.

By:
                               
                          SCHEDULE 7
                               
                      CORPORATE STRUCTURE
                               
                               
                               
                               
                       [RIDER Y MISSING]
                               
                               
                               
                               
                               
<PAGE>
                               
                               
           SIGNATORIES TO THE RESTATEMENT AGREEMENT
                               
EUK

ENTERGY UK LIMITED

By:  WILLIAM J. REGAN JR.




Company

ENTERGY LONDON INVESTMENTS PLC

By:  WILLIAM J. REGAN JR.




London Electricity

LONDON ELECTRICITY PLC

By:  ALAN TOWERS




Additional Guarantors

ENTERGY UK FINANCE LIMITED

By:  WILLIAM J. REGAN JR.



ENTERGY LONDON HOLDINGS LIMITED

By:  WILLIAM J. REGAN JR.



ENTERGY LONDON LIMITED

By:  GERALD D. McINVALE



Additional Guarantors (continued)

ENTERGY INTERNATIONAL INVESTMENTS NO. 1 LTD LLC
By: Entergy International Ltd LLC, as member
By: Entergy International Holdings Ltd LLC, as member
By: Entergy Corporation, as member

By:

       Name:   WILLIAM J. REGAN JR.

       Title:  V.P. AND TREASURER

Additional Guarantors (continued)


ENTERGY INTERNATIONAL INVESTMENTS NO. 2 LTD LLC

By: Entergy International Ltd LLC, as member
By: Entergy International Holdings Ltd LLC, as member
By: Entergy Corporation, as member

By:

       Name:   WILLIAM J. REGAN JR.

       Title:  V.P. AND TREASURER



Arrangers

ABN AMRO BANK N.V.

By:  Justin Cliffe


UNION BANK OF SWITZERLAND

By:  Barbara Taylor




Continuing Banks

ABN AMRO BANK N.V.

By:  Justin Cliffe




BAYERISCHE  LANDESBANK GIROZENTRALE
LONDON BRANCH

By:  Barbara Taylor


THE SANWA BANK, LIMITED

By: Peter Ellemann  (Power of Attorney)


THE BANK OF TOKYO-MITSUBISHI, LTD

By: Peter Ellemann (Power of Attorney)


BARCLAYS BANK PLC

By:  Paul Sims


CIBC WOOD GUNDY PLC

By:  Suzy Webb


THE DAI-ICHI KANGYO BANK, LIMITED

By:  Colin Vittery


DEN DANSKE BANK AKTIESELSKAB

By: Peter Ellemann (Power of Attorney)


DEUTSCHE BANK AG LONDON

By:  Andrew Carter            David Bugge




Continuing Banks (continued)

DRESDNER BANK AG LONDON BRANCH

By:    Peter Ellemann  (Power of Attorney)



RABOBANK INTERNATIONAL, LONDON BRANCH
(COOPERATIEVE  CENTRALE  RAIFFEISEN
BOERENLEENBANK BA)

By:    Peter Ellemann (Power of Attorney)


THE ROYAL BANK OF SCOTLAND PLC

By:    Peter  Ellemann (Power of Attorney)


SOCIETE GENERALE

By:    Peter  Ellemann (Power of Attorney)


THE  SUMITOMO TRUST & BANKING  CO., LTD

By:  David McDonnell


THE TORONTO-DOMINION BANK

By:    Peter  Ellemann  (Power of Attorney)


WESTDEUTSCHE LANDESBANK GIROZENTRALE

By:    Peter  Ellemann (Power of Attorney)



COMMONWEALTH BANK OF AUSTRALIA

By:    Peter  Ellemann (Power of Attorney)


CREDIT LYONNAIS

By:    Peter  Ellemann (Power of Attorney)

Continuing Banks (continued)

THE FUJI BANK, LIMITED

By:  Peter Richey


NATIONAL WESTMINSTER BANK PLC

By:  John P. Kasperek


THE SAKURA BANK, LIMITED

By:  C. Murchison


THE BANK OF NEW YORK

By:  Ian K. Stewart


MIDLAND BANK PLC

By:  Martin S. Peplow


THE NIKKO BANK (UK) PLC

By:  E.G. Waite-Roberts


THE SUMITOMO BANK, LIMITED

By:  Barry Henry



THE TOKAI BANK, LIMITED

By:  Carl Roberts


THE TOYO TRUST AND BANKING COMPANY, LIMITED

By:  John C. Sidhom



New Banks

DE NATIONALE INVESTERINGSBANK N.V.,
LONDON BRANCH

By:    Peter  Ellemann  (Power of Attorney)


ING BANK N.V., LONDON BRANCH

By:  James W. Rowe


SCOTIABANK EUROPE PLC

By:  J.M. Copley



Retiring Banks

BANK OF AMERICA NATIONAL TRUST  AND
SAVINGS ASSOCIATION

By:  John R. Lavery


THE BANK OF NOVA SCOTIA

By:  W. Currie


BAYERISCHE HYPOTHEKEN-UND  WECHSEL-
BANK AG

By:  J.C. Barton           Trevor Pritchard



THE INDUSTRIAL BANK OF JAPAN, LIMITED

By:  Peter Ellemann (Power of Attorney)


KREDIETBANK N.V.

By:    Peter Ellemann (Power of Attorney)



Retiring Banks (continued)

UNION BANK OF CALIFORNIA, N.A.

By:    Peter  Ellemann (Power of Attorney)



Bank of America


BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION

By:  John R. Lavery



Agent

ABN AMRO BANK N.V.

By:  Robert Skews




_______________________________
*    Delete as appropriate.
**   Only if Interest Period is of an optional duration.
*    Include only in Debenture of US Chargors.
*    Delete as applicable
**   Include only in  Debentures of US Chargors.
*    Include only in Debentures of US Obligor.