
<PAGE>
                                                                   EXHIBIT 10.35

                                                                  CONFORMED COPY


                           LOAN AMENDMENT AGREEMENT
                  (POUNDS)64,000,000 REVOLVING LOAN FACILITY
    BEING AMENDED TO (POUNDS)150,000,000 TERM AND REVOLVING LOAN FACILITIES

DATE: 18th June, 1999

PARTIES

1.   CASTLE TRANSMISSION INTERNATIONAL LTD. (formerly known as Castle
     Transmission Services Limited), a company incorporated in England (number
     3196207), of Warwick Technology Park, Gallows Hill, Heathcote Lane, Warwick
     CV34 6TN, as borrower

2.   CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD, a company incorporated in
     England (number 3242381), of Warwick Technology Park, Gallows Hill,
     Heathcote Lane, Warwick CV34 6TN and MILLENNIUM COMMUNICATIONS LIMITED, a
     company incorporated in England (number 2903056), of Warwick Technology
     Park, Gallows Hill, Heathcote Lane, Warwick CV34 6TN, as guarantors

3.   THE LENDERS listed in Schedule 1, as lenders

4.   CREDIT SUISSE FIRST BOSTON, as lead arranger

5.   CREDIT LYONNAIS, THE INDUSTRIAL BANK OF JAPAN, LIMITED, THE ROYAL BANK OF
     SCOTLAND PLC AND SCOTIABANK EUROPE PLC, as arrangers

6.   CREDIT SUISSE FIRST BOSTON, as agent (the "AGENT")

BACKGROUND

(A)  On 28th February, 1997 the loan agreement (in the form it was in at that
     date) was entered into between the Borrower, the Parent, certain lenders,
     the Agent and others and under its terms the lenders agreed to provide term
     and revolving loan facilities of (Pounds)162,500,000 to the Borrower.  On
     21st May, 1997 the parties to the loan agreement (except Millennium)
     amended the loan agreement.  Under the loan agreement (as amended at that
     date) the lenders under it agreed to provide revolving loan facilities of
     (Pounds)64,000,000 to the Borrower.  These loan facilities are guaranteed
     by the Parent and secured by charges granted by the Borrower and the
     Parent.  With effect from 27th October, 1998 Millennium acceded to the
     Existing Loan Agreement as an additional guarantor and acceded to the
     Debenture (in the form it was in at that date) as an additional chargor.

(B)  At the request of the Borrower the parties have agreed to amend the terms
     of the Existing Loan Agreement on the terms of this Agreement.

The parties agree as follows:
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1.   INTERPRETATION

1.1  LOAN AGREEMENT

     The interpretation provisions contained in Part I of the Amended Loan
     Agreement are deemed to be incorporated expressly in this Agreement, and
     apply to this Agreement accordingly.

1.2  DEFINITIONS

     In this Agreement:

     "AMENDMENT DATE" means 18th June, 1999

     "AMENDED LOAN AGREEMENT" means the Existing Loan Agreement as it will be
     amended under the terms of this Agreement with effect from the Amendment
     Date and as set out in Schedule 2 to this Agreement.

     "DEPOSIT CHARGE AMENDMENT AGREEMENT" means the deposit charge amendment
     agreement expected to be dated the same date as this Agreement and made
     between the Borrower and Credit Suisse First Boston.

     "EXISTING LOAN AGREEMENT" means the loan agreement dated 28th February,
     1997 as amended on 21st May, 1997 and as acceded to by Millennium, made
     between the Borrower, the Parent, the lenders named in it, Credit Suisse
     First Boston and others under which the lenders agreed to provide
     (Pounds)64,000,000 revolving loan facilities.

     "LENDERS" means the lenders whose names are set out in Schedule 1 to this
     Agreement.

     "INTER-COMPANY LOAN AMENDMENT AGREEMENT" means the agreement expected to be
     dated the same date as this Agreement and made between the Borrower and CT
     Finance which amends and restates the Inter-Company Loan Agreement.

     "SUPPLEMENTAL AND AMENDMENT DEED" means the supplemental and amendment deed
     expected to be dated the same date as this Agreement which supplements and
     amends the Debenture.

1.3  SCOPE

     This Agreement is supplemental to and amends the Existing Loan Agreement.
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2.   CONDITIONS PRECEDENT

2.1  CONDITIONS PRECEDENT

     The Borrower agrees to deliver all the items listed in Schedule 3 to the
     Amended Loan Agreement to the Agent by 8.00 a.m. on  the Amendment Date, in
     a form satisfactory to the Agent

2.2  REPAYMENT
     The Amendment Date must be a date on which all the Advances outstanding
     under the Existing Loan Agreement are due to be repaid.

2.3  NOTICE OF BORROWING

     The Borrower agrees to deliver to the Agent on or before the Amendment Date
     a notice of borrowing in accordance with the provisions of Clause 6 of the
     Amended Loan Agreement requesting a drawing of at least (Pounds)55,500,000
     on the Amendment Date.

3.   AMENDMENT OF THE LOAN AGREEMENT

3.1  NOTICE TO THE LENDERS

     This Clause applies if:

     (A)  the Agent receives the items described in Clause 2.1 by 8.00 a.m. on
          the Amendment Date;

     (B)  the Agent receives the notice or notices of borrowing described in
          Clause 2.3 on or before the Amendment Date; and

     (C)  the requirements of Clause 6.4 of the Amended Loan Agreement are
          satisfied at the Amendment Date.

     In this event the Agent will notify the Lenders of this in writing at the
     Amendment Date.

3.2  EFFECT OF NOTICE

     With effect from the Agent giving (or being obliged to give) the notice
     described in Clause 3.1, each of the following will occur:

     (A)  The Existing Loan Agreement will be amended so that it will be read
          and construed as is set out in Schedule 2. The Existing Loan Agreement
          as amended will remain in full force and effect. References to the
          Loan
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          Agreement, however expressed, will be read and construed as references
          to both the Existing Loan Agreement as amended by this Agreement and
          (unless the context otherwise requires) to this Agreement.

     (B)  The Supplemental and Amendment Deed, the Deposit Charge Amendment
          Agreement and the Inter-Company Loan Amendment Agreement will take
          effect in accordance with their respective terms.

     (C)  Each Lender will advance its participation in the Advance or Advances
          requested in the notice or notices of borrowing described in Clause
          2.3 on the Amendment Date. The Advance or Advances will be made under
          the terms of the Amended Loan Agreement.

     (D)  The Borrower will pay on the Amendment Date the amount of commitment
          fee which accrued but has not yet been paid under the Existing Loan
          Agreement as at the Amendment Date.

4.   MISCELLANEOUS

4.1  EXPIRY

     The obligations and rights constituted by this Agreement will be
     extinguished on the date one month after the date of this Agreement if the
     conditions set out in Clause 3.1 have not been satisfied on or prior to
     that date.

4.2  LAW

     This Agreement is to be governed by and construed in accordance with
     English law.

4.3  COUNTERPARTS

     There may be several signed copies of this Agreement.  There is intended to
     be a single Agreement and each signed copy is a counterpart of that
     Agreement.
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                                   SIGNATURES

BORROWER
--------

CASTLE TRANSMISSION INTERNATIONAL LTD.

Address:       Warwick Technology Park,
               Gallows Hill,
               Heathcote Lane,
               Warwick CV34 6TN.

Fax Number:    01926 416441

Attention:     Company Secretary

By:            ALAN REES

PARENT AND GUARANTOR
--------------------

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD

Address:       Warwick Technology Park,
               Gallows Hill,
               Heathcote Lane,
               Warwick  CV34 6TN.

Fax Number:    01926 416 441

Attention:     Company Secretary

By:            ALAN REES


ADDITIONAL GUARANTOR
--------------------

MILLENNIUM COMMUNICATIONS LIMITED

Address:       Warwick Technology Park,
               Gallows Hill,
               Heathcote Lane,
               Warwick  CV34 6TN.

Fax Number:    01926 416 441

Attention:     Company Secretary
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By:            ALAN REES



LEAD ARRANGER
-------------

CREDIT SUISSE FIRST BOSTON

By:  IAN PIDDOCK    JULIE GAVIN


ARRANGERS
---------

CREDIT LYONNAIS

By:  JULIE GAVIN AS ATTORNEY


THE INDUSTRIAL BANK OF JAPAN, LIMITED

By:  JULIE GAVIN AS ATTORNEY


THE ROYAL BANK OF SCOTLAND PLC

By:  JULIE GAVIN AS ATTORNEY


SCOTIABANK EUROPE PLC

By:  JULIE GAVIN AS ATTORNEY


LENDERS
-------

CREDIT SUISSE FIRST BOSTON

Address:       Five Cabot Square, London, E14 4QR

Fax Number:    0171 888 8398

Telex Number:  887 322

Attention:     Client Services Unit
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By:  IAN PIDDOCK    JULIE GAVIN
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CREDIT LYONNAIS

                       Operations Contact            Credit Contact
                       ------------------            ----------------

Address:               Broadwalk House,              Broadwalk House,
                       5 Appold Street,              5 Appold Street,
                       London EC2A 2DA.              London EC2A 2DA.

Fax Number:            0171 634 8353                 0171 214 7159

Telex Number:          885479                        885479

Attention:             Steve White                   Simon Parker

By:                    JULIE GAVIN AS ATTORNEY


THE INDUSTRIAL BANK OF JAPAN, LIMITED


                       Operations Contact            Credit Contact
                       ------------------            ----------------

Address:               Bracken House,                Bracken House,
                       One Friday Street,            One Friday Street,
                       London EC4M 9JA.              London EC4M 9JA.

Fax Number:            0171 815 2288/9               0171 815 2245

Telex Number:          886939 KOGINL G               886939 KOGINL G

Attention:             Mary Roe                      Paul Dignam

By:                    JULIE GAVIN AS ATTORNEY


THE ROYAL BANK OF SCOTLAND PLC


                       Operations Contact            Credit Contact
                       ------------------            ----------------

Address:               CBO, PO Box 450,              Waterhouse Square,
                       5-10 Great Tower St.,         138-142 Holborn,
                       London EC3P 3HX.              London EC1N 2TH.

Fax Number:            0171 220 7370                 0171 427 9920

Telex Number:          8956751                       8956751

Attention:             Kevin Mann                    Richard Green

By:                    JULIE GAVIN AS ATTORNEY
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SCOTIABANK EUROPE PLC

                       Operations Contact            Credit Contact
                       ------------------            ----------------

Address:               Scotia House,                 Scotia House,
                       33 Finsbury Square,           33 Finsbury Square,
                       London EC2A 1BB.              London EC2A 1BB.

Fax Number:            0171 826 5857                 0171 826 5987

Telex Number:          885188/9                      885188/9

Attention:             Anita Mills/Steven Caller     Paul Shanley/David Sparkes

By:                    JULIE GAVIN AS ATTORNEY


ALLIED IRISH BANKS PLC (LONDON BRANCH)

                       Operations Contact            Credit Contact
                       ------------------            ----------------

Address:               12, Old Jewry,                AIB International Centre,
                       London EC2R 8DP.              IFSC Centre,
                                                     Dublin 1,
                                                     Ireland.

Fax Number:            0171 726 8735                 00 353 1 829 0269

Attention:             Maura O Sullivan/             Laurence Enderson/
                       Marian Winger                 Conor Geary


By:                    JULIE GAVIN AS ATTORNEY



THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
P.O. Box 27, Broad Quay, Bristol BS99 7AX

                       Operations Contact            Credit Contact
                       ------------------            ----------------

Address:               BOIIF Loans                   Project Finance,
                       Administration,               Bank of Ireland
                       Hume House,                    International Finance,
                       Ballsbridge,                  La Touche House,
                       Dublin 4,                     IFSC,
                       Ireland.                      Dublin 1,
                                                     Ireland.

Fax Number:            00 353 1 618 7470             00 353 1 829 0129

Attention:             Edward Meagher                David Ryan/
                                                     Deiordre Flannery

By:                    JULIE GAVIN AS ATTORNEY
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THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND


                       Operations Contact            Credit Contact
                       ------------------            ----------------

Address:               Bank of Scotland              Bank of Scotland
                       International Division,       International Division,
                       30 Queensferry Road,          30 Queensferry Road,
                       Edinburgh EH4 2UG.            Edinburgh EH4 2UG.

Fax Number:            0131 343 7080                 0131 343 7026

Attention:             Barry Cairns, Loans           Stephen J. Green,
                       Administration                Assistant Manager,
                                                     Project & Specialised
                                                      Finance
By:                    JULIE GAVIN AS ATTORNEY


BAYERISCHE LANDESBANK GIROZENTRALE, LONDON BRANCH

                       Operations Contact            Credit Contact
                       ------------------            ----------------

Address:               Bavaria House,                Bavaria House,
                       13/14 Appold Street,          13/14 Appold Street,
                       London EC2A 2NB.              London EC2A 2NB.

Fax Number:            0171 955 5173                 0171 955 5700

Telex Number:          886437                        886437

Attention:             David Mellotte, Loan          Paula Kirkland,
                       Administration                Structured Finance

By:                    JULIE GAVIN AS ATTORNEY


DE NATIONALE INVESTERINGSBANK N.V., LONDON BRANCH


                       Operations Contact            Credit Contact
                       ------------------            ----------------

Address:               22 Eastcheap,                 22 Eastcheap,
                       London EC3M 1LA.              London EC3M 1LA.

Fax Number:            0171 929 4009                 0171 929 4009

Telex Number:          920090                        920090

Attention:             Simon Fish, Operations        Andrew Kuyk, Manager
                        Manager

By:                    JULIE GAVIN AS ATTORNEY
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DEXIA PROJECT & PUBLIC FINANCE INTERNATIONAL BANK, LONDON BRANCH

                       Operations Contact            Credit Contact
                       ------------------            ----------------

Address:               55 Tufton Street,             55 Tufton Street,
                       Westminster,                  Westminster,
                       London SW1P 3QF.              London SW1P 3QF.

Fax Number:            0171 799 2117                 0171 976 0976

Attention:             Justin Wyatt, Senior          Victoria Derby, Manager,
                        Manager, Operations          Project Finance

By:                    JULIE GAVIN AS ATTORNEY


THE FUJI BANK, LIMITED

                       Operations Contact            Credit Contact
                       ------------------            ----------------

Address:               River Plate House,            River Plate House,
                       7-11 Finsbury Circus,         7-11 Finsbury Circus,
                       London EC2M 7DH.              London EC2M 7DH.

Fax Number:            0171 588 1400                 0171 588 1400

Telex Number:          886352/886317 FUJIBK G        886352/886317 FUJIBK G

Attention:             Richard Hiscock,              Robert Pettitt, Senior
                       Manager, Credit &             Manager, Corporate
                        Loans Department              Relations Management Group

By:                    ROBERT PETTITT

KBC BANK N.V. LONDON BRANCH


                       Operations Contact            Credit Contact
                       ------------------            ----------------

Address:               7th Floor,                    KBC Finance Ireland,
                       Exchange House,               KBC House,
                       Primrose Street,              International Financial
                       London EC2A 2HQ.               Services Centre,
                                                     Dublin 1,
                                                     Republic of Ireland.

Fax Number:            0171 256 4846                 00 353 1 670 0855

Attention:             Julian Wheeler/               Fiacra Nagle/
                       Martin Clarke                 Alan Hudson

By:                    JULIE GAVIN AS ATTORNEY
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LLOYDS BANK PLC

                       Operations Contact            Credit Contact
                       ------------------            ----------------

Address:               Bank House,                   PO Box 787,
                       Wine Street,                  6-8 Eastcheap,
                       Bristol BS1 2AM.              London EC3M 1LL.

Fax Number:            0117 923 3367                 0171 661 4852

Telex Number:          888301                        888301

Attention:             Ted Roylance,                 Dean Byrne/Guy Reeves,
                       Loans Administration          Corporate Banking

By:                    DEAN BYRNE


THE CO-OPERATIVE BANK P.L.C.

                       Credit and Operations Contacts
                       ------------------------------

Address:               PO Box 101,
                       1 Balloon Street,
                       Manchester M60 4EP.

Fax Number:            0161 832 8274

Telex Number:          567274 COOPBKG

Attention:             Philip J. Basten,
                       Business Development Manager

By:                    JULIE GAVIN AS ATTORNEY


SOCIETE GENERALE, LONDON BRANCH

                       Operations Contact            Credit Contact
                       ------------------            ----------------

Address:               SG House,                     SG House,
                       41 Tower Hill,                41 Tower Hill,
                       London EC3N 4SG.              London EC3N 4SG.

Fax Number:            0171 638 6517                 0171 680 9478

Attention:             Karen Schwartz                Sarah Grant

By:                    JULIE GAVIN AS ATTORNEY
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THE SUMITOMO BANK, LIMITED

                       Operations Contact            Credit Contact
                       ------------------            ----------------

Address:               Temple Court,                 Temple Court,
                       11 Queen Victoria Street,     11 Queen Victoria Street,
                       London EC4N 4TA.              London EC4N 4TA.

Fax Number:            0171 786 1569                 0171 248 3187

Telex Number:          887667                        887667

Attention:             Manager, Loans                Neil Jones
                        Administration

By:                    JULIE GAVIN AS ATTORNEY


THE DAI-ICHI KANGYO BANK, LTD


                       Operations Contact            Credit Contact
                       ------------------            ----------------

Address:               DKB House,                    DKB House,
                       24 King William Street,       24 King William Street,
                       London EC4R 9DB.              London EC4R 9DB.

Fax Number:            0171 626 3648                 0171 200 9494

Attention:             Christine Hawkins,            Chris Williams,
                       Manager                       Senior Manager

By:                    JULIE GAVIN AS ATTORNEY


ULSTER BANK LIMITED

                       Operations Contact            Credit Contact
                       ------------------            ----------------

Address:               Ulster Bank Markets,          Ulster Bank Markets,
                       11-16 Donegall Square East,   Ulster Bank Group Centre,
                       Belfast BT1 5HD,              George's Quay,
                       Ireland.                      Dublin 2,
                                                     Ireland.

Fax Number:            00 353 1 608 4199             00 353 1 608 4145

Telex Number:          93980                         93980

Attention:             Catherine Green/              Niall Tuite/
                       Deidre Hammond                Brendan Heneghan

By:                    JULIE GAVIN AS ATTORNEY
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AGENT
-----
CREDIT SUISSE FIRST BOSTON

Address:          Five Cabot Square,
                  London  E14 4QR

Fax Number:       0171 888 8398

Attention:        Agency Services Unit

By:               IAN PIDDOCK            JULIE GAVIN
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                                   SCHEDULE 1
                                   ----------

                                    LENDERS
                                    -------

Credit Suisse First Boston

Credit Lyonnais

The Industrial Bank of Japan, Limited

The Royal Bank of Scotland plc

Scotiabank Europe plc

Allied Irish Banks PLC (London Branch)

The Governor and Company of the Bank of Ireland

The Governor and Company of the Bank of Scotland

Bayerische Landesbank Girozentrale, London Branch

De Nationale Investeringsbank N.V., London Branch

Dexia Project & Public Finance International Bank, London Branch

The Fuji Bank, Limited

KBC Bank N.V., London Branch

Lloyds Bank Plc

The Co-operative Bank p.l.c.

Societe Generale, London Branch

The Sumitomo Bank Limited

The Dai-Ichi Kangyo Bank, Ltd

Ulster Bank Limited
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                                   SCHEDULE 2
                                   ----------

                             AMENDED LOAN AGREEMENT

See following pages.
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                                                                  --------------

 DATE: 28TH FEBRUARY, 1997 AS AMENDED ON 21ST MAY, 1997 AND ON 18TH JUNE, 1999


                    CASTLE TRANSMISSION INTERNATIONAL LTD.
                                  AS BORROWER


                 CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD.

                                      AND

                       MILLENNIUM COMMUNICATIONS LIMITED
                                 AS GUARANTORS


                       THE LENDERS LISTED IN SCHEDULE 1


                          CREDIT SUISSE FIRST BOSTON
                               AS LEAD ARRANGER


                                CREDIT LYONNAIS
                     THE INDUSTRIAL BANK OF JAPAN, LIMITED
                        THE ROYAL BANK OF SCOTLAND PLC
                                      AND
                             SCOTIABANK EUROPE PLC
                                 AS ARRANGERS


                          CREDIT SUISSE FIRST BOSTON
                                   AS AGENT


   _________________________________________________________________________
   (Pounds)150,000,000 TERM AND REVOLVING LOAN FACILITIES WITH A EURO OPTION
  __________________________________________________________________________


                               Slaughter and May
                             35 BASINGHALL STREET
                               LONDON  EC2V 5DB

                                   (AGB/HZM)

                                 CC983390.001
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                                   CONTENTS

CLAUSE                                                                 PAGE

PART I: INTERPRETATION                                                    2

1. INTERPRETATION AND CALCULATIONS                                        2

PART II :  THE FACILITIES                                                15

2. THE FACILITIES                                                        15

3. THE LENDERS AND THE BORROWER                                          16

4. FEES AND EXPENSES                                                     16

5. CANCELLATION                                                          19

PART III : THE LOAN                                                      22

6. ADVANCE OF FUNDS                                                      22

7. CURRENCY OPTION                                                       25

8. INTEREST                                                              26

9. REPAYMENT                                                             30

10. PREPAYMENT                                                           33

PART IV: CHANGES OF CIRCUMSTANCES AND PAYMENTS                           39

11. CHANGES OF CIRCUMSTANCES                                             39

12. PAYMENTS                                                             44

13. LATE PAYMENT                                                         46

14. SHARING AMONG LENDERS                                                46

PART V : GUARANTEE AND INDEMNITY                                         48

15. GUARANTEE                                                            48

16. GUARANTOR'S INDEMNITY                                                50

PART VI : REPRESENTATIONS, COVENANTS AND TERMINATION EVENTS              51

17. REPRESENTATIONS                                                      51

18. INFORMATION COVENANTS                                                55

19. FINANCIAL COVENANTS                                                  59

20. GENERAL COVENANTS                                                    64

21. TERMINATION EVENTS                                                   75

PART VII : MISCELLANEOUS                                                 80

22. THE AGENT AND THE ARRANGERS                                          80

23. EVIDENCE AND CERTIFICATES                                            84

24. NOTICES                                                              85
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25. ASSIGNMENT AND NOVATION                                              85

26. WAIVERS, AMENDMENTS AND RELEASES OF SECURITY                         87

27. MISCELLANEOUS                                                        88

28. LAW                                                                  88

SCHEDULE 1: LENDERS AND COMMITMENTS                                      89

SCHEDULE 2: COSTS RATE                                                   91

SCHEDULE 3: CONDITIONS PRECEDENT TO DRAWING ON OR AFTER THE AMENDMENT
DATE                                                                     93

SCHEDULE 4: FORM OF SUBSTITUTION CERTIFICATE                             95

SCHEDULE 5: FORM OF NOTICE FOR THE ADVANCE                               97

SCHEDULE 6:  FORM OF ADDITIONAL GUARANTOR AGREEMENT                      98

SCHEDULE 7: FORM OF CONFIDENTIALITY UNDERTAKING                         100

SCHEDULE 8: FORM OF OPINION OF SLAUGHTER AND MAY                        102

SCHEDULE 9: FORM OF OVERDRAFT BANK AGREEMENT                            110

SCHEDULE 10:  FORM OF HEDGING BANK AGREEMENT                            115

SCHEDULE 11: REQUIREMENTS FOR HEDGING CONTRACTS                         121
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                             DATE: 18th June, 1999


                     CASTLE TRANSMISSION INTERNATIONAL LTD.
                                  AS BORROWER


                  CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD.

                                      AND

                       MILLENNIUM COMMUNICATIONS LIMITED
                                 AS GUARANTORS


                        THE LENDERS LISTED IN SCHEDULE 1


                           CREDIT SUISSE FIRST BOSTON
                                AS LEAD ARRANGER


                                CREDIT LYONNAIS
                     THE INDUSTRIAL BANK OF JAPAN, LIMITED
                         THE ROYAL BANK OF SCOTLAND PLC
                             SCOTIABANK EUROPE PLC
                                  AS ARRANGERS



                           CREDIT SUISSE FIRST BOSTON
                                    AS AGENT


           _________________________________________________________

                            LOAN AMENDMENT AGREEMENT

                   (Pounds)64,000,000 REVOLVING LOAN FACILITY

    BEING AMENDED TO (Pounds)150,000,000 TERM AND REVOLVING LOAN FACILITIES

           _________________________________________________________

                               SLAUGHTER AND MAY
                              35 BASINGHALL STREET
                                    LONDON

                                    EC2V 5DB

                                   (AGB/HZM)



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                                LOAN AGREEMENT

DATE: 28th February, 1997 as amended on 21st May, 1997 and on 18th June, 1999

PARTIES

1.   CASTLE TRANSMISSION INTERNATIONAL LTD. (formerly known as Castle
     Transmission Services Limited), a company incorporated in England (number
     3196207), of Warwick Technology Park, Gallows Hill, Heathcote Lane, Warwick
     CV34 6TN, as borrower

2.   CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD., a company incorporated in
     England (number 3242381), of Warwick Technology Park, Gallows Hill,
     Heathcote Lane, Warwick CV34 6TN and MILLENNIUM COMMUNICATIONS LIMITED, a
     company incorporated in England (number 2903056), of Warwick Technology
     Park, Gallows Hill, Heathcote Lane, Warwick CV34 6TN, as guarantors

3.   THE LENDERS listed in Schedule 1, as lenders

4.   CREDIT SUISSE FIRST BOSTON, as lead arranger

5.   CREDIT LYONNAIS, THE INDUSTRIAL BANK OF JAPAN, LIMITED, THE ROYAL BANK OF
     SCOTLAND PLC and SCOTIABANK EUROPE PLC as arrangers

6.   CREDIT SUISSE FIRST BOSTON, as agent

BACKGROUND

(A)  At the request of the Borrower the Lenders are willing to provide a
     (Pounds)100,000,000 revolving facility which will convert into a term loan
     facility on the third anniversary of the Amendment Date and a
     (Pounds)50,000,000 revolving loan facility to the Borrower on the terms of
     this Agreement.  The loan facilities will contain a euro option.  In
     addition, the loan facilities are to be guaranteed by the Guarantors and
     secured by the Charges granted by the Borrower and the Guarantors.

(B)  The Borrower has utilised all the amounts advanced to it under this
     Agreement before the Amendment Date for the purpose of acquiring "DTT
     Equipment", as defined in the Bonds.

The parties agree as follows:
<PAGE>

                            PART I: INTERPRETATION

1.   INTERPRETATION AND CALCULATIONS

1.1  DEFINITIONS
     In this Agreement:

     "ADVANCE" means an advance made, or to be made, under Clause 6.

     "ADVANCE DATE" means the date, or proposed date, of an Advance.

     "AGENT" means Credit Suisse First Boston, in its capacity as agent for the
     Lenders, acting through its office at Five Cabot Square, London E14 4QR or
     any other office in England which it may notify to the Borrower and the
     Lenders.  If there is a change of Agent in accordance with Clause 22.12,
     "AGENT" will instead mean the new Agent appointed under that Clause.

     "AMENDMENT DATE" has the meaning described in Clause 0.

     "ANALOGUE TRANSMISSION AGREEMENT" means the agreement between the Borrower
     and the BBC dated 27th February, 1997 as amended by an amending agreement
     dated 16th July, 1998 relating to the analogue transmission by the Borrower
     of television and radio programmes produced by the BBC.

     "ANALOGUE TRANSMISSION BUSINESS" means the business previously carried on
     by the BBC and assumed by the Borrower under the transfer scheme dated 24th
     February, 1997 made by the BBC in favour of, among others, the Borrower.
     This business is the provision of broadcasting, transmission and signal
     distribution services for radio and analogue television.

     "APPLICABLE MARGIN" means the rate determined in accordance with Clause
     8.8.

     "ARRANGERS" means each of Credit Suisse First Boston in its capacity as
     lead arranger and Credit Lyonnais, The Industrial Bank of Japan, Limited,
     The Royal Bank of Scotland plc and Scotiabank Europe Plc, in their
     capacities as arrangers of the Facilities.

     "AUTHORISED PERSON" means a person authorised to sign documents on behalf
     of a Company under this Agreement by virtue of a resolution of the
     directors of that Company a certified copy of which has been delivered to
     the Agent.  A person will cease to be an "AUTHORISED PERSON" upon notice by
     the appointing Company to the Agent.

     "AVAILABLE COMMITMENT" means Available Facility A Commitment or Available
     Facility B Commitment or both.

     "AVAILABLE FACILITY A COMMITMENT" means the amount of a Lender's Facility A
     Commitment which is available for the Borrower.  On any day, it is the
     Facility A Commitment of that Lender less that Lender's participation in
     all outstanding Facility A Advances.  Participations in Facility A Advances
     in the Optional Currency will be taken at their Original Sterling Amount.

     "AVAILABLE FACILITY B COMMITMENT" means the amount of a Lender's Facility B
     Commitment which is available to the Borrower.  On any day it is that
     Lender's Facility B Commitment on that day less that Lender's aggregate
     participation in all outstanding Facility B Advances.  Participations in
     Facility B Advances in the Optional Currency will be taken at their
     Original Sterling Amount.

     "BBC" means The British Broadcasting Corporation.
<PAGE>

     "BBC DTT TRANSMISSION AGREEMENT" means the DTT transmission agreement
     entered into between the Borrower and BBC dated 10th February, 1998 under
     which the Borrower has agreed to provide, amongst other things,
     distribution and transmission services to the BBC in relation to multiplex
     facilities for DTT.

     "BONDS" means the (Pounds)125,000,000 Guaranteed Bonds due 2007 issued on
     21st May, 1997 by CT Finance.

     "BORROWER" means Castle Transmission International Ltd., the first party to
     this Agreement.

     "BORROWER'S GROUP" means:

     (A)  if the Borrower has no Subsidiaries, the Borrower; and

     (B)  if the Borrower has Subsidiaries, the Borrower and its Subsidiaries
          taken as a whole.

     "BORROWER'S RESTRICTED GROUP" has the meaning described in Clause 19.1.

     "BUSINESS DAY" means a day on which banks are open for inter-bank payments
     in London.

     "CCIC" means Crown Castle International Corporation.

     "CCIC AFFILIATE" means a wholly-owned Subsidiary of CCIC other than a
     member of the Borrower's Group.

     "Certifying Financial Officer" means:

     (A)  the senior financial officer of the Borrower; or

     (B)  any other person authorised to sign certificates under this Agreement
          on behalf of the Borrower in place of the senior financial officer and
          who is so authorised by virtue of a resolution of the directors of the
          Borrower (a certified copy of which has been delivered to the Agent).

     "CHARGED ACCOUNT" means the account of the Borrower with the Agent which is
     the subject of the Deposit Agreement and Charge on Cash Deposits.

     "CHARGES" means:

     (A)  the Debenture;

     (B)  the Deposit Agreement and Charge on Cash Deposits;

     (C)  each deed of accession executed and delivered pursuant to Clause 28.2
          of the Debenture including the deed of accession entered into between
          Millennium, the Parent and the Agent as of 27th October, 1998;

     (D)  any other document creating in any foreign jurisdiction a form of
          security similar to that created under the Debenture in a form
          satisfactory to the Agent but which shall not contain terms materially
          more onerous than the Debenture;

     (E)  the Scottish Charge;

     (F)  the Northern Irish Charge; and

     (G)  any other document executed in accordance with the terms of a "CHARGE"
          or this Agreement and expressed to be, or to be supplemental to, a
          Charge.
<PAGE>

     "COMMITMENTS" means Facility A Commitments and Facility B Commitments.

     "COMPANY" means any of the Borrower and each Guarantor.

     "CONTRACT OF SERVICES" means the contract of services in the agreed form
     between the Borrower and CCIC.

     "CONVERSION DATE" means the third anniversary of the Amendment Date.  If
     this date is not a Business Day the "CONVERSION DATE" will instead be the
     next Business Day, unless that day is in another calendar month.  Where it
     is in another calendar month that "CONVERSION DATE" will instead be the
     preceding Business Day.

     "CONVERTED FACILITY A ADVANCE" means a Facility A Advance(s) outstanding
     with effect from the Conversion Date or any Facility A Advance into which
     this Converted Facility A Advance is split or consolidated in accordance
     with Clause 8.1(B).

     "COSTS RATE" means a rate per annum determined by the Agent and notified to
     the Borrower.  This rate will be applied to an outstanding amount in
     sterling for a particular period.  It will be calculated in accordance with
     Schedule 2.

     "CT FINANCE" means Castle Transmission (Finance) plc (a company
     incorporated in England and Wales with registered number 3347387).

     "DEBENTURE" means the debenture creating fixed and floating charges or, in
     the case of the Parent, a charge over the shares held by it in the Borrower
     dated 28th February, 1997 and made between the Parent, the Borrower and
     Credit Suisse First Boston as trustee for the Lenders as acceded to by
     Millennium as of 27th October, 1998 and as supplemented and amended by the
     Supplemental and Amendment Deed.

     "DEBT COVERAGE" has the meaning described in Clause 19.1.

     "DEPOSIT AGREEMENT AND CHARGE ON CASH DEPOSITS" means the agreement dated
     28th February, 1997 and amended with effect from 21st May, 1997 and further
     amended by the Deposit Charge Amendment Agreement with effect from the
     Amendment Date and made between the Borrower as depositor and Credit Suisse
     First Boston as agent and trustee for the Lenders.

     "DEPOSIT CHARGE AMENDMENT AGREEMENT" means the agreement dated on or before
     the Amendment Date and made between the Borrower as depositor and Credit
     Suisse First Boston as agent and trustee for the Lenders amending the
     Deposit Agreement and Charge on Cash Deposits (as in effect before the
     Amendment Date).

     "DISTRIBUTION" means any dividend or other distribution (as defined in
     section 263(2) of the Companies Act 1985, but ignoring section 263(2)(b))
     or any loan to shareholders.

     "DTT" means digital terrestrial television.

     "DTT TRANSMISSION BUSINESS" means the business of providing DTT
     distribution and transmission services.

     "EBITDA" has the meaning described in Clause 19.1.

     "EMU LEGISLATION" means the legislative measures of the Council of the
     European Union providing for the introduction of, changeover to, or
     operation of, the euro.

     "EQUITY CONSORTIUM" means CCIC, TeleDiffusion de France International S.A.,
     Berkshire Partners LLC and funds managed by it and Candover Investments plc
     and funds managed by it.
<PAGE>

     "EQUIVALENT AMOUNT" means the amount in the Optional Currency equivalent to
     a specified amount in sterling. The "EQUIVALENT AMOUNT" will be calculated
     using the Exchange Rate applicable to the date on which the amount in the
     Optional Currency is to be or was advanced.

     "EURIBOR" means a rate per annum determined by the Agent and notified to
     the Borrower.  This rate will be applied to an outstanding amount in euros
     for a particular period.  It will be determined as follows:

     (A)  "EURIBOR" will be the Screen Rate for deposits in euro for that
          period.  This rate will be determined at or about 11.00 a.m. (Brussels
          time) on the Rate Fixing Date relating to the first day of that
          period.

     (B)  If there is no Screen Rate for euro for that period, "EURIBOR" will be
          calculated using the rate at which deposits in euro are offered to the
          Reference Banks for that period by leading banks in the European
          inter-bank market.  Each Reference Bank will notify the Agent of this
          rate when requested by the Agent.  The rate notified will be the rate
          as at 11.00 a.m. (Brussels time) on the Rate Fixing Date relating to
          the first day of that period.  The Agent will calculate the arithmetic
          mean of these rates, rounded upwards to five decimal places.  This
          will be "EURIBOR" for the period.  If fewer than two Reference Banks
          provide the Agent with notifications for a particular period, this
          method of determining "EURIBOR" will not be used for that period and
          Clause  11.3 will apply instead.

     "EURO" or "E" means the single currency of the participating member states
     in the Third Stage.

     "EURO UNIT" means a unit of the euro as defined in the EMU legislation.

     "EXCEPTIONAL ITEMS" has the meaning described in Clause 19.1.

     "EXCESS CASH FLOW" has the meaning described in Clause 10.3(G).

     "EXCHANGE RATE" means a rate of exchange for converting an amount in
     sterling into an amount in the Optional Currency. The "EXCHANGE RATE"
     applicable to any date will be the Agent's spot rate for the purchase of
     euro using sterling at or around 11.00 a.m. on the third Business Day
     before that date.

     "EXTRAORDINARY ITEMS" has the meaning described in Clause 19.1.

     "FACILITIES" means the loan facilities provided by this Agreement.

     "FACILITY A" means the loan facility described in Clause 2.1(A).

     "FACILITY A ADVANCE" means an Advance made or outstanding, or to be made,
     under Facility A.

     "FACILITY A COMMITMENT" means the amount which each Lender has committed to
     Facility A.  Each Lender's initial "FACILITY A COMMITMENT" is the amount
     set out next to its name in the column numbered (1) of Schedule 1.  This
     may be reduced or revised in accordance with this Agreement. In addition
     the amount of a Lender's "FACILITY A COMMITMENT" may be adjusted by
     assignments and assumptions in accordance with Clause 25.2 and novations in
     accordance with Clause 25.3.

     "FACILITY A COMMITMENT AVAILABILITY TERMINATION DATE" means the Conversion
     Date or, if earlier, the date Facility A is cancelled in full in accordance
     with the terms of this Agreement.

     "FACILITY A LOAN" means the principal amount borrowed and not repaid under
     Facility A.
<PAGE>

     "FACILITY A REPAYMENT DATE" means each of the nine dates set out in Clause
     9.3. If any of those dates is not a Business Day that "FACILITY A REPAYMENT
     DATE" will instead be the next Business Day, unless that day is in another
     calendar month.  Where it is in another calendar month that "FACILITY A
     REPAYMENT DATE" will instead be the preceding Business Day.

     "FACILITY B" means the revolving loan facility described in Clause 2.1(B).

     "FACILITY B ADVANCE" means an Advance made, or to be made, under the
     Facility B.

     "FACILITY B COMMITMENT" means the amount which a Lender has committed to
     Facility B.  Each Lender's initial "FACILITY B COMMITMENT" is the amount
     set out next to its name in the column numbered (2) of Schedule 1.  This
     may be reduced or revised in accordance with this Agreement. In addition
     the amount of a Lender's "FACILITY B COMMITMENT" may be adjusted by
     assignments and assumptions in accordance with Clause 25.2 and novations in
     accordance with Clause 25.3.

     "FACILITY B LOAN" means the principal amount borrowed and not repaid under
     Facility B.

     "FACILITY TERMINATION DATE" means the seventh anniversary of the Amendment
     Date or, if earlier, the first date on which both Facility A is cancelled
     in full and Facility B is cancelled in full, in either case, in accordance
     with the terms of this Agreement.

     "FINANCIAL INDEBTEDNESS" has the meaning described in Clause 19.1.

     "FINANCIAL MODEL" means the management case model dated 9th June, 1999
     which is described on its face as "Management Case, printed on 9th June,
     1999 at 11.49 a.m." in the agreed form.

     "FINANCING DOCUMENT" means each of this Agreement and each Charge (and
     includes each amending agreement relating to any of them).

     "FIXED CHARGE COVERAGE SERVICE RATIO" has the meaning described in Clause
     19.1.

     "FURTHER ACQUISITION" has the meaning described in Clause 20.1(L).

     "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" means, at any time, accounting
     principles generally accepted and adopted in England at such time.

     "GROUP" means the Parent and its Subsidiaries.

     "GUARANTEE" means the guarantee of amounts due under this Agreement
     contained in Clause 15.

     "GUARANTOR" means:

     (A)  the Parent, Millennium and each Restricted Subsidiary which has become
          an additional guarantor in accordance with Clause 20.1(R); and

     (B)  the Borrower in respect of the obligations of each Restricted
          Subsidiary under an Overdraft Bank Agreement.

     "HEDGING BANK" means any Lender or any affiliate of any Lender which is
     from time to time a party to a Hedging Contract.

     "HEDGING BANK AGREEMENT" means an agreement substantially in the form of
     Schedule 10.
<PAGE>

     "HEDGING CONTRACT" means a contract entered into by the Borrower as part of
     its implementation of the Hedging Policy and includes all transactions
     entered into under that contract.

     "HEDGING POLICY" means the hedging policy of the Borrower and in a form
     satisfactory to the Agent which is delivered by the Borrower under
     paragraph 17 of Schedule 3.

     "HOLDING COMPANY" has the meaning described in section 736 of the Companies
     Act 1985.

     "INDEBTEDNESS FOR BORROWED MONEY" of any person means:

     (A)  all obligations of that person for borrowed money,

     (B)  any indebtedness under any acceptance credit opened on behalf of that
          person,

     (C)  the face amount of any bills of exchange (issued for the purposes of
          raising finance) for which that person is liable,

     (D)  all obligations of that person under any bond, debenture, note or
          similar instrument (but excluding any of the same which are issued in
          connection with the performance of obligations under contracts which
          are not payment obligations),

     (E)  all obligations of that person in respect of any interest rate or
          currency swap or forward currency sale or purchase or other form of
          interest or currency hedging transaction (including without limit
          caps, collars and floors),

     (F)  all payment obligations of that person under any finance lease,

     (G)  all liabilities of that person (actual or contingent) under any
          guarantee, bond, security, indemnity or other agreement in respect of
          any Indebtedness for Borrowed Money of any other person, and

     (H)  any other liability (actual or contingent) undertaken by that person
          for the purpose of raising finance.

     "INFORMATION MEMORANDUM" means the information memorandum dated May, 1999
     prepared to assist in the syndication of the Facilities.

     "INSTRUCTING GROUP" means Lenders whose Facility A Commitments and Facility
     B Commitments in aggregate exceed 66.6% of the total.  If, however, an
     Advance has been made "INSTRUCTING GROUP" means Lenders whose
     participations in the Loan in aggregate exceed 66.6%.  The amount of
     participations in Advances in the Optional Currency will be taken at their
     Original Sterling Amount.

     "INTER-COMPANY LOAN AGREEMENT" means the inter-company loan agreement dated
     21st May, 1997, between CT Finance and the Borrower as amended on or around
     the Amendment Date.

     "INTEREST" has the meaning described in Clause 19.1.

     "INTEREST PERIOD" means each period described in Clause 8.1.

     "INVESTMENT AMOUNTS" means, in relation to any period, the aggregate of:

     (A)  Indebtedness for Borrowed Money incurred by, provided by or otherwise
          made available during that period by members of the Borrower's
          Restricted Group in
<PAGE>

          relation to Unrestricted Entities. For this purpose any contingent
          liabilities will be taken at their maximum amount;

     (B)  loans or other credit provided during that period by members of the
          Borrower's Restricted Group (to the extent not already included in
          paragraph (A) and with any contingent liabilities taken at their
          maximum amount);

     (C)  any investments made during that period by members of the Borrower's
          Restricted Group; and

     (D)  consideration paid during that period by members of the Borrower's
          Restricted Group in respect of Further Acquisitions. For this purpose
          the aggregate consideration paid will include any deferred purchase
          price payable (which, in the case of any earn-out, will be a fair
          estimate of the value of this earn-out) and any fair estimate of
          contingent costs or liabilities assumed in connection with the Further
          Acquisition (which shall include, in the case of joint ventures, any
          obligation of the type referred to in Clause 20.1(L)(i)(c)) details of
          which, in each case, must be set out in reasonable detail in the
          certificate delivered to the Agent by the Certifying Financial Officer
          under Clause 18.1(n). To the extent that amounts have already been
          taken into account in respect of any deferred purchase price payable
          or contingent costs or liabilities assumed these amounts will not be
          again taken into account during the period when they are paid,

     in each case, calculated so as to eliminate any double counting.

     "LENDER" means a lender listed in Schedule 1 acting through the office
     appearing under its name on the signature pages or any other office in the
     United Kingdom which it may notify to the Agent.  A lender which acquires
     an interest in the Facilities by way of assignment or novation will become
     a "LENDER" and will act through its office notified to the Agent.  The
     expression also includes a successor in title to a Lender.  A Lender will
     cease to be a "LENDER" if it assigns or novates its entire interest in the
     Facilities.

     "LENDER GROUP COMPANY" means a Lender or any Holding Company of a Lender.

     "LIBOR" means a rate per annum determined by the Agent and notified to the
     Borrower.  This rate will be applied to an outstanding amount in sterling
     for a particular period. It will be determined as follows:

     (A)  "LIBOR" will be the Screen Rate for deposits in sterling for that
          period. This rate will be determined at or about 11.00 a.m. on the
          Rate Fixing Date relating to the first day of that period.

     (B)  If there is no Screen Rate for deposits in sterling for that period,
          "LIBOR" will be calculated using the rate at which deposits in
          sterling are offered to the Reference Banks for that period by leading
          banks in the London inter-bank market. Each Reference Bank will notify
          the Agent of this rate when requested by the Agent. This rate will be
          determined at or about 11.00 a.m. on the Rate Fixing Date relating to
          the first day of that period. The Agent will calculate the arithmetic
          mean of these rates rounded upwards to five decimal places. This will
          be "LIBOR" for the period. If fewer than two Reference Banks provide
          the Agent with notifications for a particular period, this method of
          determining "LIBOR" will not be used for that period and Clause 11.3
          applies.

     "LOAN" means the aggregate principal amount borrowed and not repaid under
     the Facilities.

     "MATERIAL CONTRACT" means each Transmission Agreement, the NTL Site Sharing
     Agreement and any other contract generating 10% or more of the Borrower's
     gross
<PAGE>

     revenues (measured annually on the basis of the latest set of annual
     audited accounts of the Borrower delivered to the Agent under Clause
     18.1(a)).

     "MILLENNIUM" means Millennium Communications Limited, one of the second
     parties to this Agreement.

     "NATIONAL CURRENCY UNIT" or "NCU" means a unit of the euro (other than the
     euro unit) as defined in the EMU legislation.

     "NET CASH INTEREST" has the meaning described in Clause 19.1.

     "NET DISPOSAL PROCEEDS" means, in respect of a disposal, the gross proceeds
     of that disposal minus:

     (A)  reasonable costs of the disposal;

     (B)  liabilities (including, without limitation, liabilities to the BBC)
          which are required to be discharged as a result of the disposal (other
          than liabilities incurred in contemplation of it);

     (C)  provisions which the directors reasonably determine need to be made
          for taxes arising as a result of the disposal; and

     (D)  where the asset which is the subject of the disposal is being
          replaced, the cost of the replacement asset to the extent that it is
          acquired for cash within the period 6 months before or after the
          disposal.

     If the "NET DISPOSAL PROCEEDS" would be a negative number it will be taken
     to be zero.  Where a disposal is made for non-cash consideration, the gross
     proceeds of that disposal will be calculated as the market value of the
     assets disposed of, as certified to the Agent by the Borrower and, if the
     Agent requests, the Borrower's auditors.

     "NEW SUBSIDIARY" has the meaning given to it in Clause 20.1(R)(ii).

     "NORTHERN IRISH CHARGE" means the agreement to be executed after the
     Amendment Date and made by the Borrower in favour of the Agent creating a
     first fixed charge over certain real properties located in Northern
     Ireland.

     "NTL SITE SHARING AGREEMENT" means the deed dated 10th September, 1991
     between National Transcommunications Limited and the BBC relating to site
     sharing.

     "ONDIGITAL" means ONDIGITAL PLC (formerly known as British Digital
     Broadcasting PLC).

     "ONDIGITAL DTT TRANSMISSION AGREEMENT" means the DTT transmission agreement
     entered into between the Borrower and ONDIGITAL dated 18th December, 1997
     under which the Borrower has agreed to provide, amongst other things,
     distribution and transmission services to ONDIGITAL in relation to three
     multiplex facilities for DTT.

     "OPTIONAL CURRENCY" means euro.

     "ORIGINAL STERLING AMOUNT" means the sterling equivalent of an amount in
     the Optional Currency. The "ORIGINAL STERLING AMOUNT" will be derived by
     using the Exchange Rate applicable to the date on which the amount in the
     Optional Currency is to be or was advanced.

     "OVERDRAFT BANK" means any Lender or any affiliate of any Lender which from
     time to time provides Overdraft Facilities.
<PAGE>

     "OVERDRAFT BANK AGREEMENT" means an agreement substantially in the form of
     Schedule 9.

     "OVERDRAFT FACILITIES" means any overdraft facilities (which may be in
     sterling or other currencies) provided to the Borrower or any other member
     of the Borrower's Restricted Group by Overdraft Banks which have signed
     Overdraft Bank Agreements with the Borrower or, as the case may be, the
     other member of the Borrower's Restricted Group.

     "PARENT" means Castle Transmission Services (Holdings) Ltd., one of the
     second parties to this Agreement.

     "PARTICIPATING MEMBER STATES" means those member states of the European
     Union from time to time which adopt a single, shared currency in the Third
     Stage, as defined and identified in the EMU legislation.

     "POTENTIAL TERMINATION EVENT" means an event or state of affairs which is
     mentioned in Clause 21.1 but which has not become a Termination Event
     because a period has not elapsed or a notice has not been given.

     "QUARTER" means a financial quarter of the Borrower's financial year.

     "RATE FIXING DATE" means the day on which quotes are customarily taken for
     the relevant period:

     (A)  in the case of LIBOR, for deposits in sterling in the London inter-
          bank market; or

     (B)  in the case of EURIBOR, for deposits in euros in the European inter-
          bank market,

     in either case for delivery on the Advance Date (which, in relation to
     euro, means a day on which the Trans-european Automated Real time Gross
     settlement Express Transfer system (TARGET) is open).

     "Reference Banks" means, initially, the principal London (or, in the case
     of an amount in euros, Brussels) offices of Credit Suisse First Boston, The
     Royal Bank of Scotland plc and Scotiabank Europe plc.  The Agent, following
     consultation with the Borrower and the Lenders, may replace a "REFERENCE
     BANK" with another Lender or an affiliate of a Lender.  This replacement
     will take effect when notice is delivered to the Borrower and the Lenders.

     "RESTRICTED SUBSIDIARY" means any Subsidiary of the Borrower which is not
     then an Unrestricted Subsidiary and which, accordingly, is either:

     (A) required to become a Guarantor for the purposes of Clause 20.1(R); or

     (B)  not required to become a Guarantor for the purposes of Clause 20.1(R)
          as a result of Clause 20.1(R)(v).

     "Scottish Charge" means the agreement to be executed after the Amendment
     Date and made by the Borrower in favour of the Agent creating a first fixed
     charge over certain real properties located in Scotland.

     "SCREEN RATE" means the rate shown on:

     (A) in the case of LIBOR, Telerate page 3750; or

     (B) in the case of EURIBOR, Telerate page 248.
<PAGE>

     If either of these pages is replaced by another which displays the rates
     for inter-bank deposits offered by leading banks in London (in the case of
     LIBOR) or Europe (in the case of EURIBOR) the Agent may nominate an
     alternative page for the affected page.

     "SECURITY" means security of any type created or existing over any asset.
     "SECURITY" will also include retention of title arrangements, rights to
     retain possession and any arrangement providing a creditor with a prior
     right to an asset, or its proceeds of sale, over other creditors in a
     liquidation.

     "SHARE SALE AGREEMENT" means the Share Sale Agreement dated 23rd January,
     1997 and made between the BBC and the Parent concerning the acquisition by
     the Parent of the Borrower.  It also includes any disclosure letters.

     "SHAREHOLDERS AGREEMENT" means the Shareholders' Agreement dated 21st
     August, 1998 (replacing a shareholders agreement dated 23rd January, 1997)
     and made between CCIC, TeleDiffusion de France International S.A. and the
     Parent and to which Digital Future Investments B.V. acceded and replaced
     TeleDiffusion de France International S.A. as a party under a deed of
     adherence dated 6th April, 1999.

     "SUBORDINATED LOAN AGREEMENT" means the agreement dated 27th February, 1997
     between the Borrower, the Parent and the Agent relating to the provision of
     subordinated loans by the Parent to the Borrower.

     "SUBSIDIARY" has the meaning described in section 736 of the Companies Act
     1985.

     "SUBSTITUTION CERTIFICATE" means a document substantially in the form set
     out in Schedule 4.

     "SUPPLEMENTAL AND AMENDMENT DEED" means the deed dated on or before the
     Amendment Date and made between the Parent, the Borrower, Millennium and
     Credit Suisse First Boston as trustee for the Lenders supplementing and
     amending the Debenture (as in effect before the Amendment Date).

     "TDF ROLL-UP" has the meaning described in Clause 20.1(EE).

     "TERMINATION EVENT" has the meaning described in Clause 21.1.

     "THIRD STAGE" means the third stage of European economic and monetary union
     pursuant to the Treaty establishing the European Community (as amended from
     time to time).

     "TOTAL ANNUAL INVESTMENT LIMIT" means, in each financial year, the figure
     which is 10% of the gross assets of the Borrower's Restricted Group (as
     shown in the latest set of annual audited consolidated financial statements
     delivered to the Agent under Clause 18.1(b) at the time the relevant
     calculation in respect of the financial year in question is being made).

     "TOTAL FACILITY A COMMITMENTS" means the aggregate of the Facility A
     Commitments of all the Lenders.

     "TOTAL FACILITY B COMMITMENTS" means the aggregate of the Facility B
     Commitments of all the Lenders.

     "TOTAL INTEREST PAYABLE" has the meaning described in Clause 19.1.

     "TRANSMISSION AGREEMENTS" means the Analogue Transmission Agreement, the
     BBC DTT Transmission Agreement and the ONDIGITAL DTT Transmission Agreement
     or such one of them as the context requires.
<PAGE>

     "UNRESTRICTED ENTITY" means Unrestricted Subsidiaries and any other entity
     in which a member of the Restricted Group holds a less than majority
     interest.

     "UNRESTRICTED ENTITIES INVESTMENT LIMIT" means, at any time, the figure
     which is 10% of the gross assets of the Borrower's Restricted Group (as
     shown in the latest set of annual audited consolidated financial statements
     delivered to the Agent under Clause 18.1(b) at the time the relevant
     calculation in respect of the financial year in question is being made).

     "UNRESTRICTED SUBSIDIARY" has the meaning described in Clause 20.1(R)(ii).

     "YEAR 2000 PROGRAMME REPORT" means the report issued by the Borrower on 1st
     June, 1999 in relation to Year 2000 readiness (as amended and updated from
     time to time).

1.2  INTERPRETATION OF CERTAIN REFERENCES
     Unless a contrary intention is indicated:

     (A)  References to Clauses and Schedules are to Clauses of, and the
          Schedules to, this Agreement. References to paragraphs are to
          paragraphs in the same sub-clause. References to sub-paragraphs are to
          sub-paragraphs in the same paragraph.

     (B)  References to other documents include those documents as they may be
          amended in the future.

     (C)  References to times are to London time.

     (D)  References to assets are to present and future assets and include
          revenues.

     (E)  References to "(Pounds)", to "POUNDS" and to "STERLING" are to UK
          pounds sterling.

     (F)  References to fees or expenses include any value added tax on those
          fees or expenses.

     (G)  References to statutes and statutory instruments are to those statutes
          and statutory instruments as amended and in force from time to time.

     (H)  References to any document in "AGREED FORM" are to that document in
          the form agreed between the parties, as evidenced by the form of that
          document being initialled for the purpose of identification by Norton
          Rose and Slaughter and May.

     (I)  References to a "FINANCIAL YEAR" of the Borrower are references to a
          year starting on 1st January and ending on 31st December. This applies
          even where the Borrower's statutory accounting reference date is a
          date other than 31st December.

     (J)  References to:

          (i)    "THIS AGREEMENT" are references to the Loan Agreement dated
                 28th February, 1997 between the Borrower, the Parent, the
                 Lenders, the Agent and others as amended by the amendment
                 agreements dated 21st May, 1997 and 18th June, 1999 and as
                 supplemented by the additional guarantor agreement dated with
                 effect from 27th October, 1998 under which Millennium acceded
                 as a party to this Agreement.
<PAGE>

                 However, the reference to "this Agreement" in Clause 2.2(A) is
                 to the Loan Agreement referred to above before the Amendment
                 Date.

          (ii)   the "AMENDMENT DATE" are references to the date on which the
                 second amendment to this Agreement becomes effective, which is
                 expected to be 18th June, 1999.

1.3  HEADINGS

     All headings and titles are inserted for convenience only.  They are to be
     ignored in the interpretation of this Agreement.

1.4  CALCULATIONS

     Interest and commitment fee will be calculated using the following formula:

                                I= D/Y x R x A
     where:

          I =  interest or commitment fee accrued

          D =  number of days in the period for which the interest or commitment
               fee is to be calculated, including the first day but excluding
               the last day

          R =  the rate of interest or commitment fee, expressed as a fraction

          A =  the amount on which interest or commitment fee is being
               calculated

          Y =  365 or, in the case of an amount in euro, 360.

     Interest and commitment fee will be treated as accruing uniformly over each
     period on a daily basis.

     In some cases "R" or "A" may change during a period for which interest and
     commitment fee is to be calculated.  In this case the interest and
     commitment fee will be calculated for successive periods and then
     aggregated.  These successive periods will be the periods during which "R"
     and "A" were constant.

1.5  REIMBURSEMENTS

     If a party wishes to claim reimbursement of any amount to which it is
     entitled it will deliver a demand to the reimbursing party.  This will set
     out the losses, expenses or other amounts to be reimbursed.  It must also
     specify the currency of reimbursement.  The reimbursing party agrees to pay
     those amounts to the party entitled to them no later than two Business Days
     after the delivery of the demand to the reimbursing party. Where there is
     an outstanding Termination Event, payment will be due instead on delivery
     of this demand.

1.6  IMPACT OF THE INTRODUCTION AND OPERATION OF THE EURO

     Market practice relating to the inter-bank deposit market, the method and
     timing of rate fixing and the calculation of interest may change during the
     Third Stage.  As a result, it may differ from the method of rate fixing and
     the calculation of interest prescribed under the terms of this Agreement
     and may also change in relation to drawings in sterling if it is
     substituted by the euro after the Amendment Date.   In this event, the
     Agent may notify the Borrower and the Lenders of the amendments to this
     Agreement which are required
<PAGE>

     or reasonably desirable to reflect and conform to these changes. The
     amendments may provide for the use of London inter-bank market offered
     rates or inter-bank market offered rates from a wider European market (or,
     in either case, screen rates reflecting these offered rates). They may also
     change, amongst other things, the rate fixing time, the definition of
     "Business Day" and "Rate Fixing Date" and any elements of the formula set
     out in Clause 1.4. The amendments set out in the Agent's notice will take
     effect on the later of the date specified in the notice, the date not less
     than 10 Business Days after the date of that notice and (in the case of
     such changes being made due to a country becoming a participating member
     state after the Amendment Date) the date on which that participation
     commences. The amendments will not apply to interest which is computed by
     reference to any period starting before the date the amendments take
     effect. This clause may, in appropriate circumstances, be invoked more than
     once.
<PAGE>

                           PART II :  THE FACILITIES

2.   THE FACILITIES

2.1  AMOUNT AND NATURE
     The Facilities comprise:

     (A)  A seven-year (Pounds)100,000,000 revolving loan facility with a euro
          option which converts into a term loan facility on the Conversion Date
          under which advances may (subject to the terms and conditions of this
          Agreement) be made by the Lenders to the Borrower.

     (B)  A seven-year (Pounds)50,000,000 revolving loan facility with a euro
          option under which advances may (subject to the terms and conditions
          of this Agreement) be made by the Lenders to the Borrower.

2.2  PURPOSE

     The Borrower agrees to use the proceeds of all Advances to:

     (A)  refinance existing Indebtedness for Borrowed Money;

     (B)  finance its working capital, capital expenditure and other related
          costs in developing the infrastructure for its DTT transmission
          network (including for the purposes of acquiring "DTT Equipment" and
          making "Tower Acquisitions", both terms as defined in the Bonds); and

     (C)  finance its working capital and for its other general corporate
          purposes, including for the purpose of making Further Acquisitions
          permitted under Clause 20.1(L).

     Without prejudice to the obligations of the Borrower under this sub-clause
     2.2, neither the Agent nor the Lenders nor any of them shall be obliged to
     concern themselves with the application of amounts to be used or raised by
     the Borrower under this Agreement.

2.3  AVAILABILITY AFTER THE AMENDMENT DATE

     The Borrower may borrow under the Facilities (in their amended form as set
     out in this Agreement) on or after the Amendment Date after the Agent has
     received all the items listed in Schedule 3 in a form satisfactory to the
     Agent or, where the form has been agreed prior to the signing of this
     Agreement, in the agreed form.

2.4  EXPIRY OF AVAILABILITY

     (A)  The Borrower may not borrow under Facility A after the Facility A
          Commitment Availability Termination Date.

     (B)  The Borrower may not borrow under Facility B after the date falling
          one month before the Facility Termination Date.

2.5  SECURITY

     All amounts owing under this Agreement will be secured by the Charges.
<PAGE>

3.   THE LENDERS AND THE BORROWER

3.1  RIGHTS AND OBLIGATIONS

     The rights and obligations of each Lender under the Financing Documents are
     separate and independent from the rights and obligations of each other
     Lender. A Lender may take proceedings against the Borrower or a Guarantor
     on its own without joining any other Lender to those proceedings.

3.2  FAILURE TO PERFORM

     If a Lender fails to perform its obligations the Borrower and the
     Guarantors will have rights solely against that Lender.  The obligations of
     the Borrower and the Guarantors to the Agent, the Arrangers and the other
     Lenders will not be affected by this failure.

3.3  PARTICIPATIONS

     The participation of a Lender in an Advance will be calculated using the
     following formula:

                                  P = C/F x A
     where:

          P = the participation of that Lender in the Advance

          C = the Available Commitment of that Lender on the Advance Date for
              that Advance

          F = the aggregate Available Commitments of all the Lenders on that
              Advance Date

          A = the amount of the Advance.

     References above to Available Commitments are to:

     (A)  Available Facility A Commitments in the case of an Advance under
          Facility A; and

     (B)  Available Facility B Commitments in the case of an Advance under
          Facility B.

     The Agent may round participations upwards or downwards to the nearest unit
     of currency.

 4.  FEES AND EXPENSES

4.1  FRONT-END FEE

     The Borrower agrees to pay a front-end fee to the Arrangers.  The amount of
     this fee, the timing of payment and the payees are described in a letter
     from Credit Suisse First Boston to the Borrower dated 28th April, 1999.
     This fee may be shared amongst the Arrangers and Lenders in accordance with
     the agreement between the Arrangers and each Lender (but that agreement
     shall be of no concern to the Borrower, who shall obtain a good discharge
     by making payment in accordance with the above-mentioned letter).
<PAGE>

4.2  AGENCY FEE

     The Borrower agrees to pay an agency fee to the Agent. The amount of this
     fee and the timing of payment are described in a letter from the Agent to
     the Borrower dated 28th April, 1999.

4.3  COMMITMENT FEE

     A commitment fee will accrue on the aggregate of the Available Facility A
     Commitments and the Available Facility B Commitments of each Lender.  This
     fee will accrue from the Amendment Date until:

     (A)  in the case of Available Facility A Commitment, the Facility A
          Commitment Availability Termination Date; and

     (B)  in the case of Available Facility B Commitment, the date falling one
          month before the Facility Termination Date.

     The Borrower agrees to pay the fee to each Lender in arrears at three-
     monthly intervals and on the Facility Termination Date.

     The rate of the fee applicable to each three-monthly period or shorter
     period ending on the Facility Termination Date will be:

     (A)  in the case of the Available Facility A Commitment, half the
          Applicable Margin which would apply on the first day of the relevant
          period if an amount was advanced under Facility A on that date; and

     (B)  in the case of the Available Facility B Commitment, half the
          Applicable Margin which would apply if an amount was advanced under
          Facility B on that date.

4.4  REIMBURSEMENT OF INITIAL EXPENSES

     The Arrangers and the Agent have incurred and will incur expenses in
     connection with the arrangement of the Facilities.  The Borrower agrees to
     reimburse each of the Arrangers and the Agent for the amount of these
     expenses.  They include the legal fees incurred in the negotiation,
     preparation and signature of the Financing Documents. They also include
     expenses incurred (after as well as before the Amendment Date) in
     perfecting any security constituted by the Charges and as part of the
     syndication process of the amended Facilities arranged by the Arrangers.

4.5  DOCUMENTARY TAXES

     This sub-clause applies if any registration fee, stamp duty or other
     documentary tax is required to be paid on or in connection with a Financing
     Document, any document referred to in or contemplated by a Financing
     Document or any judgment obtained in connection with a Financing Document.
     It also applies if a fee, duty or tax is payable in order for any of these
     documents to be valid, binding and enforceable, for the Security under the
     Charges to be perfected or for the Financing Documents to be admitted as
     evidence in court.  In these circumstances the Borrower agrees to pay the
     fee, duty or tax together with any interest or penalty for late payment.
     Alternatively, the Agent or a Lender may make the payment.  If it does so,
     the Borrower agrees to reimburse the Agent or that Lender for the amount
     paid and the losses and expenses incurred as a result of the payment.
<PAGE>

4.6  PROTECTION OF RIGHTS

     An Arranger, the Agent or a Lender may incur expenses in protecting,
     preserving or (if any Company is in breach of its obligations under the
     Financing Documents) enforcing its rights under the Financing Documents.
     The Borrower agrees to reimburse that Arranger, the Agent or that Lender
     for the amount of these expenses.

4.7  EXPENSES RELATING TO AMENDMENTS

     The Borrower agrees to reimburse the Agent for the expenses that it or any
     of the Lenders incurs as a result of:

     (A)  any request made by the Borrower to waive or amend a term of the
          Financing Documents; or

     (B)  any amendments to the Financing Documents made as a result of the
          introduction or operation of the euro, including pursuant to Clause
          1.6 and Clause 6.2(E).

4.8  FSA AND ECB FEES

     (A)  REIMBURSEMENT: This sub-clause applies if, whether now or in the
          future, either:

          (i)   a requirement to pay fees is imposed by the Financial Services
                Authority under the Fees Regulations; or

          (ii)  a reserve requirement is imposed by the European Central Bank,

          which, in either case, is applied to any Lender (and would be applied
          generally to banks or financial institutions of a similar nature to
          that Lender) as a consequence of its Commitments, participation in
          the Facilities or the arrangements made by it in funding its
          participation in the Facilities.  If, as a result, that Lender's
          effective return on its overall capital is reduced, the Borrower
          agrees to reimburse that Lender for the amount claimed.

     (B)  NOTIFICATION PERIOD: In the event that paragraph (A) applies, each
          Lender may submit a certificate setting out a calculation of the
          amount claimed by it to the Agent within the period (the
          "CERTIFICATION PERIOD") of 10 Business Days after the end of each
          Relevant Period. The Agent will notify the Borrower of the amount
          claimed by that Lender within five Business Days after the end of the
          relevant Certification Period.  The Borrower agrees to reimburse that
          Lender as provided in Clause 1.5.

     (C)  RELEVANT PERIOD: In this sub-clause a "RELEVANT PERIOD" is, as
          appropriate:

          (i)   the period beginning on the Amendment Date and ending on 31st
                December, 1999; or

          (ii)  each subsequent period of six months starting on the previous
                day of preceding period and ending on 30th June or, as the case
                may be, 31st December; and

          (iii) the period shorter than six months which starts on 30th June or
                31st December in a year and ends on the Facility Termination
                Date.

     (D)  FEES REGULATIONS: In this sub-clause "Fees Regulations" means, as
          appropriate, either:

          (i)   the Banking Supervision (Fees) Regulations 1999; or
<PAGE>

          (ii)  such regulations as from time to time may be in force, relating
                to the payment of fees for banking supervision in respect of
                periods subsequent to 31st March, 2000.

5.   CANCELLATION

5.1  VOLUNTARY CANCELLATION

     The Borrower may cancel the whole or part of the Total Facility A
     Commitments or the whole or part of the Total Facility B Commitments by
     giving notice to the Agent.  This notice will take effect five Business
     Days after it is received by the Agent unless a later date is specified in
     the notice.  In that case the notice will take effect on the specified
     date.  A cancellation of anything less than the full amount of the
     Facilities will, however, only take effect if the conditions in Clause 5.2
     are satisfied.  The Borrower may only cancel a part of the Total Facility A
     Commitments or a part of the Total Facility B Commitments which, in either
     case, is a minimum amount of (Pounds)5,000,000 and an integral multiple of
     (Pounds)1,000,000.

5.2  CONDITIONS PRECEDENT TO VOLUNTARY CANCELLATION
     A voluntary cancellation of anything less than the full amount of the
     Facilities under Clause 5.1 will only be effective if both the following
     are true:

     (A)  The Agent has received a certificate signed by the Certifying
          Financial Officer or a director of the Borrower. The certificate must
          relate to the proposed cancellation. It must state that, after the
          cancellation takes effect, the Borrower will have sufficient sources
          of liquidity in existence to meet its ongoing working capital and
          general corporate requirements. The certificate must be received by
          the Agent no later than the time it receives the notice of
          cancellation.

     (B)  Reasonable evidence of the sources of liquidity referred to in
          paragraph (A) has been delivered to the Agent before the cancellation
          is due to take effect. This is only required if Lenders comprising an
          Instructing Group request the Agent to demand this evidence. These
          requests must be received by the Agent by no later than 5.00 p.m. on
          the third Business Day before the date the proposed cancellation would
          otherwise take effect.

5.3  MANDATORY CANCELLATION ON DISPOSALS

     (A)  OBLIGATION TO CANCEL: The Borrower agrees to cancel all or part of the
          Total Facility A Commitments and the Total Facility B Commitments in
          accordance with this sub-clause.

     (B)  CIRCUMSTANCES IN WHICH OBLIGATION TO CANCEL ARISES: The Borrower will
          be obliged to make a cancellation under this sub-clause following the
          disposal of any of the assets of the Borrower or any of its Restricted
          Subsidiaries (a "DISPOSAL EVENT"). This does not apply to the
          following disposals:

          (i)   A disposal of obsolete assets.

          (ii)  Disposals on arm's length terms where the aggregate fair market
                value of the assets disposed of in any financial year of the
                Borrower is no more than (Pounds)1,000,000.

          (iii) A disposal between the Borrower and any Restricted Subsidiary
                (which is a wholly-owned member of the Borrower's Restricted
                Group) or
<PAGE>

                between Restricted Subsidiaries (each of which is a wholly-owned
                member of the Borrower's Restricted Group).

          (iv)  Disposals for non-cash consideration. This exception will only
                apply to the extent of a maximum amount in Net Disposal Proceeds
                of (Pounds)2,500,000 during the period from the Amendment Date
                until the Facility Termination Date.

          (v)   Disposals where the asset which is the subject of the disposal
                is being replaced to the extent that the Net Disposal Proceeds
                are applied to acquire the replacement asset within the period 6
                months before or after the disposal.

          (vi)  A disposal by a Restricted Subsidiary where each of the
                following is true:

                (a) the Restricted Subsidiary is prevented by applicable law
                    from making an amount equal to the Net Disposal Proceeds
                    available to the Borrower for it to make any payment
                    resulting from a Disposal Event,

                (b) the Borrower and that Restricted Subsidiary have used all
                    reasonable endeavours to enable an amount equal to the Net
                    Disposal Proceeds to be made available to the Borrower so
                    that any payment resulting from the Disposal Event can be
                    made, and

                (c) the Borrower or that Restricted Subsidiary pays an amount
                    equal to the Net Disposal Proceeds into a blocked interest-
                    bearing account held with the Agent or a nominee of the
                    Agent and charged to the Agent as trustee or agent (or both)
                    for the Lenders under a document expressed to be a Charge.

     (C)  AMOUNT OF MANDATORY CANCELLATION: The amount of the Total Facility A
          Commitments and the Total Facility B Commitments which will be
          cancelled under this sub-clause will be an amount equal to the Net
          Disposal Proceeds which will be applied first to cancel the Total
          Facility A Commitments and thereafter to cancel the Total Facility B
          Commitments.

     (D)  TIMING OF MANDATORY CANCELLATION: The amount of the Total Facility A
          Commitments and/or the Total Facility B Commitments due to be
          cancelled under this sub-clause will be cancelled on the date two
          Business Days after receipt by a member of the Borrower's Restricted
          Group of the proceeds of the disposal.

          Where the disposal proceeds are received as deferred cash
          consideration, the due date for cancellation will be deferred until
          the date two Business Days after the Borrower or any of its Restricted
          Subsidiaries realises cash from those proceeds.

          Where the disposal proceeds are applied towards the cost of a
          replacement asset as described in Clause 5.3(B)(v) and in paragraph
          (D) of the definition of "NET DISPOSAL PROCEEDS" in Clause 1.1, the
          due date for cancellation will be deferred (by no more than 6 months)
          until the date two Business Days after the replacement asset is
          acquired (if this occurs after receipt by a member of the Borrower's
          Restricted Group of the Net Disposal Proceeds).
<PAGE>

     (E)  INSUFFICIENT UNDRAWN COMMITMENTS: Clause 10.2 applies to the extent
          that the amount of the cancellation exceeds the Available Facility A
          Commitment or the Available Facility B Commitment, as the case may be.

     (F)  SUSPENSION OF MANDATORY CANCELLATION OBLIGATION: The requirement to
          make a cancellation under this sub-clause will, however, no longer
          apply after the date on which annualised Debt Coverage (computed in
          accordance with Clause 8.8(B)) is below 3:1 for two successive
          Quarters and for so long as:

          (i)   the annualised Debt Coverage remains at no more than 3:1; and

          (ii)  the Certifying Financial Officer confirms in writing in a
                certificate delivered to the Agent under Clause 18.1(r), at the
                same time as the delivery of each set of monthly management
                accounts under Clause 18.1(e), that, to the best of his
                knowledge, having made all reasonable enquiries, and without
                personal liability, the Disposal Events which are proposed to
                take place in the month following that to which the monthly
                management accounts delivered relate will not result in the
                Borrower failing to maintain annualised Debt Coverage at below
                3:1 at any time during the next four full Quarters following the
                date on which the last of proposed Disposal Events specified in
                the certificate is due to take place.

5.4  MANDATORY CANCELLATION OF FACILITIES ON FLOTATION
     The Facilities will be cancelled automatically upon the occurrence of the
     circumstances giving rise to an obligation to prepay the Loan as described
     in Clause 10.4.

5.5  NO REBORROWING AFTER CANCELLATION

     The Borrower may not borrow any part of the Total Facility A Commitments or
     the Total Facility B Commitments which has been cancelled or which is the
     subject of a notice of voluntary cancellation.

5.6  EFFECT OF CANCELLATION

     When any cancellation takes effect:

     (A)  In relation to Facility A, the Facility A Commitments of the Lenders
          will be reduced by an aggregate amount equal to the reduction of the
          Total Facility A Commitments. Each Lender's Facility A Commitment will
          be reduced in the same proportion.

     (B)  In relation to Facility B, the Facility B Commitments of the Lenders
          will be reduced by an aggregate amount equal to the reduction of the
          Total Facility B Commitments. Each Lender's Facility B Commitment will
          be reduced in the same proportion.

     This does not apply to a cancellation under Clause 11.1(B), Clause 11.2(D)
     or Clause 11.4(E).  Those Clauses set out the manner in which cancellation
     under their terms takes effect.
<PAGE>

                              PART III : THE LOAN

6.   ADVANCE OF FUNDS

6.1  NOTICE TO THE AGENT
     When the Borrower wishes to borrow under a Facility it will deliver a
     notice to the Agent.  This notice must be substantially in the form of
     Schedule 5. The notice must specify:

     (A)  the Facility under which the borrowing is to be made;

     (B)  the amount to be borrowed;

     (C)  the currency of the borrowing;

     (D)  the length of the Interest Period; and

     (E)  the date of the borrowing. This date must be no sooner than

          (i)   in relation to Advances in sterling, the first Business Day
                after the date the Agent receives the notice; or

          (ii)  in relation to Advances in the Optional Currency, the third
                Business Day after the date the Agent receives the notice.

     For these purposes if the Agent receives the notice on a day which is not a
     Business Day or after 10.00 a.m. on a Business Day, it will be treated as
     having received the notice on the following Business Day.  This does not
     apply to an Advance to be made on the Amendment Date so long as this
     Advance is made in sterling and that the notice is received by 8.00 a.m. on
     the Amendment Date.

6.2  LIMITATIONS ON ADVANCES

     The following limitations apply to Advances:

     (A)  FACILITY A ADVANCES: In the case of Facility A Advances:

          (i)   No Facility A Advance may exceed the Available Facility A
                Commitments of all the Lenders. This limitation will be applied
                as at the Advance Date. For this purpose, before the Conversion
                Date:

                (a) any part of the Total Facility A Commitments which is
                    subject to a notice of voluntary cancellation will be
                    treated as cancelled;

                (b) the amount of any Facility A Advance due to be repaid on the
                    Advance Date will be treated as having been repaid;

                (c) any other Facility A Advance due to be made on the Advance
                    Date will be treated as having been made; and

                (d) Facility A Advances in the Optional Currency will be taken
                    into account at their Original Sterling Amount.

          (ii)  Each Facility A Advance must be a minimum of (Pounds)5,000,000
                and an integral multiple of (Pounds)1,000,000 or be the
                aggregate of the Available
<PAGE>

                Facility A Commitments. A Facility A Advance in the Optional
                Currency must be either:

            (a) a minimum of the Equivalent Amount of (Pounds)5,000,000 and an
                integral multiple of the Equivalent Amount of (Pounds)1,000,000;
                or

            (b) the Equivalent Amount of the uncancelled and undrawn amount of
                Facility A.

          (iii) The Advance Date of any Facility A Advance must be a Business
                Day on or after the Amendment Date and before the Facility A
                Commitment Availability Termination Date.

          (iv)  The Interest Period of each Facility A Advance must comply with
                Clause 8.

          (v)   Clause 6.2(C) applies.

          (vi)  If the Facility A Advance is not to be in sterling, Clause 7
                applies.

     (B)  FACILITY B ADVANCES: In the case of Facility B Advances:

          (i)   No Facility B Advance may exceed the amount of the aggregate of
                the Available Facility B Commitments of all the Lenders. This
                limitation will be applied as at the Advance Date. For this
                purpose:

                (a) any part of the Total Facility B Commitments which is
                    subject to a notice of voluntary cancellation will be
                    treated as cancelled;

                (b) the amount of any Facility B Advance due to be repaid on the
                    Advance Date will be treated as having been repaid;

                (c) any other Facility B Advance due to be made on the Advance
                    Date will be treated as having been made; and

                (d) Facility B Advances in the Optional Currency will be taken
                    into account at their Original Sterling Amount.

          (ii)  A Facility B Advance must be a minimum of (Pounds)5,000,000 and
                an integral multiple of (Pounds)1,000,000 or be the aggregate of
                the Available Facility B Facility Commitments of all the
                Lenders. A Facility B Advance in the Optional Currency must be
                either:

                (a) a minimum of the Equivalent Amount of (Pounds)5,000,000 and
                    an integral multiple of the Equivalent Amount of
                    (Pounds)1,000,000; or

                (b) the Equivalent Amount of the uncancelled and undrawn amount
                    of Facility B.

          (iii) The Advance Date of a Facility B Advance must be a Business Day
                on or after the Amendment Date and at least one month before the
                Facility Termination Date.

          (iv)  The Interest Period of each Facility B Advance must comply with
                Clause 8.

          (v)   Clause 6.2(C) applies.

          (vi)  If the Facility B Advance is not to be in sterling, Clause 7
                applies.
<PAGE>

     (C)  FACILITY A ADVANCES AND FACILITY B ADVANCES: There must be no more
          than ten Advances outstanding at any one time. For this purpose, as at
          any Advance Date:

          (i)   any Facility B Advance due to be repaid on any Advance Date will
                be treated as having been repaid on that Advance Date;

          (ii)  any Facility A Advance due to be repaid on any Advance Date
                before the Conversion Date will be treated as having been repaid
                on that Advance Date; and

          (iii) any other Facility A Advance or Facility B Advance due to be
                made on the Advance Date will be treated as having been made.

          There must be no more than three Converted Facility A Advances
          outstanding after the Conversion Date.

     (D)  EURO UNITS: Each Advance in euro will be recorded as denominated in
          euro units. This does not affect the denomination of any payment
          relating to that Advance (subject to Clause 12.3).

     (E)  SUBSTITUTION OF ALTERNATIVE MINIMUM AND MULTIPLE AMOUNTS

          This paragraph applies if the United Kingdom becomes a participating
          member state and adopts the euro as its currency.  In this case, the
          Agent may determine round amounts in euro to be substituted for
          amounts in sterling to which reference is made in this Agreement.  The
          substituted amounts need not be a direct equivalent of the sterling
          amounts.  In this case, the Agent agrees to notify each substituted
          amount to the Borrower and the Lenders.  Upon this notification, this
          Agreement will be deemed amended accordingly. The substituted amounts
          will take effect on the later of the date specified in the notice, the
          date not less than 10 Business Days after the date of that notice and
          the date on which the United Kingdom so becomes a participating member
          state.  The substituted amounts will apply to Advances made on or
          after that effective date.

6.3  NOTICE TO THE LENDERS

     The Agent agrees to provide promptly details of each notice of borrowing to
     each Lender.  These details will also include the amount of the Lender's
     participation in the Advance.

6.4  CONDITIONS TO BORROWING

     The Lenders will only be obliged to make an Advance to the Borrower if:

     (A)  the Facility is available in accordance with Clause 2;

     (B)  a properly completed and signed notice of borrowing has been received
          by the Agent;

     (C)  the representations in Clause 17.1 (other than, in the case of any
          Advance after the first Advance made on or after the Amendment Date,
          paragraphs (T) and (U) of Clause 17.1) are true on the Advance Date;
          and

     (D)  there is no outstanding Termination Event or Potential Termination
          Event on the Advance Date,
<PAGE>

     but so that Clause 6.4(D) shall not prevent the rollover of an existing
     Advance (without increasing the amount of this Advance) for an Interest
     Period of no more than one month at any time when no Termination Event has
     occurred and is continuing.

6.5  OBLIGATION TO ADVANCE FUNDS

     If the requirements of this Clause are satisfied each Lender agrees to
     advance its participation in the Advance to the Borrower.  The Advance will
     be made on the date specified in the notice of borrowing.

6.6  CONSEQUENCES OF THE ADVANCE NOT BEING MADE

     If the notice of borrowing is delivered but no Advance is made the Lenders
     may incur losses and expenses as a result.  The losses and expenses may
     include those incurred in liquidating or otherwise utilising amounts
     borrowed by the Lenders to fund the Advance.  They may also include the
     losses and expenses incurred in terminating commitments relating to the
     funding or incurred in hedging open positions resulting from the Advance
     not being made.  The Borrower agrees to reimburse each Lender for the
     amount of these losses and expenses.  This sub-clause does not apply if the
     Advance is not made by reason of a default of a Lender.

7.   CURRENCY OPTION

7.1  REQUEST FOR OPTIONAL CURRENCY

     This Clause applies if a notice of borrowing specifies the Optional
     Currency.  In this case the Advance requested will be made if the Advance
     is required to be made under the terms of this Agreement.

7.2  NON-AVAILABILITY OF OPTIONAL CURRENCY

     A Lender (an "AFFECTED LENDER") may notify the Agent that it is unable to
     make its participation in an Advance available in the Optional Currency for
     the requested Interest Period.  If a Lender makes this notification it will
     set out brief details of the reasons why it is unable to make its
     participation available in this notice.  Each of the following applies if
     this notice is received by the Agent by 2.00 p.m. on the third Business Day
     before the day the Advance is due to be made:

     (A)  The Affected Lender will not be obliged to make its participation in
          the Advance available in the Optional Currency. Instead the Affected
          Lender agrees to make the participation available in sterling.

     (B)  The amount the Affected Lender is required to advance will be the
          Original Sterling Amount of the participation it would otherwise have
          been required to make available in the Optional Currency.

     (C)  The Agent agrees to notify the Borrower and the other Lenders of the
          receipt of the notice from the Affected Lender. This notification will
          be made by 5.00 p.m. on the third Business Day before the day the
          Advance is due to be made.

7.3  IMPRACTICALITY OF DRAWING IN OPTIONAL CURRENCY

     An Advance which was to have been made in the Optional Currency will not be
     required to be made if all the following are true:
<PAGE>

     (A)  An event described in Clause 7.4 occurs.

     (B)  The Agent notifies the Borrower of this event and states that, as a
          result, the Advance cannot be made in the Optional Currency.

     (C)  The notice from the Agent is received by the Borrower by 9.00 a.m. on
          the date the Advance is due to be made.

     The Agent agrees to deliver a notice under this sub-clause if it is
     instructed by an Instructing Group to do so.  If the Agent makes this
     notification it will set out brief details of any reasons provided to it by
     the Instructing Group when instructing the Agent to give this notice.  For
     the purposes of this sub-clause an Advance will be treated as being made in
     the Optional Currency even if part of it was due to be made in sterling by
     virtue of Clause 7.2.

7.4  EVENTS MAKING DRAWING IN OPTIONAL CURRENCY IMPRACTICAL

     An event referred to in Clause 7.3 occurs if both:

     (A)  there are changes in national or international financial, political or
          economic conditions or in currency exchange rates or exchange
          controls; and

     (B)  these changes would, in the opinion of the Agent, make it
          impracticable for the Advance to be denominated in the Optional
          Currency.

8.   INTEREST

8.1  INTEREST PERIODS

     (A)  FACILITY A AND FACILITY B ADVANCES: Each Facility A Advance made
          before the Conversion Date and each Facility B Advance will have one
          Interest Period only.

     (B)  POST CONVERSION DATE FACILITY A ADVANCES: Interest shall be calculated
          on each Converted Facility A Advance by reference to successive
          Interest Periods. The first Interest Period will, unless Clause 9.2
          applies, commence on the date on which the Facility A Advance to which
          it relates was made and will end on the date selected or determined
          under Clause 8.3. Each subsequent Interest Period will commence on the
          last day of the preceding Interest Period of this Converted Facility A
          Advance. A Converted Facility A Advance may be split into up to three
          Converted Facility A Advances in the same currency as the Converted
          Facility A Advance or consolidated back into a single Converted
          Facility A Advance if the Converted Facility A Advances to be
          consolidated are all in the same currency and the resultant
          consolidated Facility A Advance is also in this currency. A splitting
          or consolidation must take effect on the first day of an Interest
          Period for all Converted Facility A Advances affected. No split can be
          made unless, after that splitting:

          (i)   no more than three Converted Facility A Advances in total will
                be outstanding; and

          (ii)  the amount of each Converted Facility A Advance is
                (Pounds)20,000,000 (or the Equivalent Amount in the Optional
                Currency) or more.
<PAGE>

8.2  DURATION OF INTEREST PERIODS

     Each Interest Period must be a period of 1, 2, 3 or 6 months or any other
     period not exceeding 12 months which the Agent (acting on the instructions
     of all the Lenders) and the Borrower may agree in writing.

8.3  SELECTION OF INTEREST PERIODS

     (A)  FACILITY A ADVANCES: The Borrower may select an Interest Period for a
          Facility A Advance made before the Conversion Date in its notice of
          borrowing. After the Conversion Date the Borrower must notify the
          Agent of the duration of each Interest Period by no later than 10.00
          a.m. on the third Business Day before the last day of each previous
          Interest Period.

     (B)  FACILITY B ADVANCES: The Borrower may select an Interest Period for
          each Facility B Advance in its notice of borrowing.

     (C)  FAILURE TO SELECT: When the Borrower does not select an Interest
          Period in accordance with paragraph (B) or paragraph (A), the Interest
          Period will be three months or such other period as will comply with
          Clause 8.4.

8.4  ADJUSTMENT OF INTEREST PERIOD

     (A)  An Interest Period will end on the last Business Day of a calendar
          month if it is for a number of complete months and either:

          (i)   it commenced on the last Business Day of a calendar month; or

          (ii)  it commenced on a day for which there is no corresponding day in
                the month in which it is due to end.

     (B)  This paragraph applies when an Interest Period for a Converted
          Facility A Advance would otherwise begin before but end after a
          Facility A Repayment Date. In this case that Interest Period will end
          on that Facility A Repayment Date. This paragraph will not apply,
          however, in the case of a Converted Facility A Advance where there are
          other Converted Facility A Advances with Interest Periods ending on
          that Facility A Repayment Date which, in aggregate, equal or exceed
          the amount due to be repaid on that Facility A Repayment Date.

     (C)  Any Interest Period which would otherwise begin before but end after
          the Facility Termination Date will, unless paragraph (D) applies, end
          on the Facility Termination Date.

     (D)  Any Interest Period which would otherwise end on a day which is not a
          Business Day will be extended to the next Business Day, unless that
          day is in another calendar month. Where it is in another calendar
          month the Interest Period will end on the preceding Business Day.

8.5  RATE OF INTEREST

     The rate of interest applicable during an Interest Period will be:

     (A)  in respect of an Advance in sterling, a rate per annum equal to LIBOR
          for that Advance for that Interest Period plus the Applicable Margin
          plus the Costs Rate; and
<PAGE>

     (B)  in respect of an Advance in euros, a rate per annum equal to EURIBOR
          for that Advance for that Interest Period plus the Applicable Margin..

8.6  PAYMENT OF INTEREST

     (A)  The Borrower agrees to pay interest accrued on the outstanding amount
          of each Advance in arrear on the last day of each Interest Period in
          respect of that Advance. Where an Interest Period is longer than 6
          months the Borrower also agrees to pay interest on the day 6 months
          after the start of that Interest Period.

     (B)  The Borrower may give notice to the Agent that it wishes to pay all
          accrued interest on the Loan on the last Business Day of its financial
          year. This notice must be received by the Agent no later than five
          Business Days before that day. In this case the Borrower agrees to pay
          that amount of interest on that date. Any amount received by the Agent
          will be paid to the Lenders. Payments which would otherwise have been
          due under paragraph (A) will be adjusted accordingly.

8.7  NOTIFICATION OF INTEREST RATE

     The Agent agrees to notify the Borrower and the Lenders promptly of the
     determination of a rate of interest under this Agreement.

8.8  MARGIN ON ADVANCES

     (A)  COMPUTATION OF MARGIN: The Applicable Margin will be computed in
          accordance with this sub-clause.

     (B)  ANNUALISED DEBT COVERAGE: The Agent agrees to compute the annualised
          Debt Coverage as at the end of each Quarter. For this purpose it will
          use the figures for Financial Indebtedness and EBITDA contained in the
          certificate of the Certifying Financial Officer delivered pursuant to
          Clause 18.1(g). In order to work out the annualised Debt Coverage the
          Agent will use the following formula:

          ADC = the ratio of FI: (EBITDA x 4)

          where:

          ADC = annualised Debt Coverage

          EBITDA = EBITDA for the most recent Quarter

          FI = Financial Indebtedness as at the end of the most recent Quarter.

     (C)  INITIAL APPLICABLE MARGIN: Unless paragraph (F) applies, the
          Applicable Margin will be 1.35% for the first six months after the
          Amendment Date (the "INITIAL MARGIN PERIOD"). However, the Applicable
          Margin during the Initial Margin Period will be 1.50%:

          (i)   if the certificate of the Certifying Financial Officer delivered
                under paragraph 18 of Schedule 3; or

          (ii)  if, and with effect from the date on which, a certificate of the
                Certifying Financial Officer delivered pursuant to Clause
                18.1(g) during the Initial Margin Period,
<PAGE>

          results in the Agent computing annualised Debt Coverage calculated in
          accordance with paragraph (B) of greater than or equal to 5:1.

     (D)  AMOUNT OF THE APPLICABLE MARGIN: The Applicable Margin computed for
          the purposes of this sub-clause for:

          (i)   Interest Periods which are current at the end of the Initial
                Margin Period shall be determined by the Agent with effect from
                the first day after the end of the Initial Margin Period; and

          (ii)  Interest Periods starting after the end of the Initial Margin
                Period shall be determined by the Agent with effect from the
                first day of that Interest Period

          in each case, in accordance with the most recent certificate delivered
          by the Certifying Financial Officer and on the basis of the following
          table:

                        (1)                                (2)
              ANNUALISED DEBT COVERAGE                    MARGIN
          Greater than or equal to 5:1                     1.50%

          Less than 5:1 and greater than
          or equal to 4.5:1                                1.35%

          Less than 4.5:1 and greater
          than or equal to 4:1                             1.15%

          Less than 4:1 and greater than
          or equal to 3:1                                  1.00%

          Less than 3:1 and greater than
          or equal to 2:1                                  0.80%

          Less than 2:1                                    0.625%

          The Agent will determine the margin in column (2) of the table in
          respect of the annualised Debt Coverage (computed in accordance with
          paragraph (B)) as at the end of the most recent Quarter.  The margin
          so determined will, however, not apply if paragraph (F) applies.

     (E)  APPLICABLE MARGIN: The adjustment of the Applicable Margin to reflect
          a change in annualised Debt Coverage as a result of the delivery to
          the Agent of the certificate of the Certifying Financial Officer
          pursuant to Clause 18.1(g) will take effect after that delivery as
          follows:

          (i)   in relation to each Facility A Advance on or before the
                Conversion Date, from the first day of each Facility A Advance
                after delivery of the certificate;

          (ii)  in relation to each Converted Facility A Advance, from the first
                day of the next Interest Period applicable to that Converted
                Facility A Advance; or

          (iii) in relation to each Facility B Advance, from the first day of
                each Facility B Advance after delivery of the certificate.

     (F)  TERMINATION EVENT OR POTENTIAL TERMINATION EVENT: The Applicable
          Margin will be 1.50% in the event that any of the following occur:
<PAGE>

          (i)   a Termination Event;

          (ii)  a Potential Termination Event under Clause 21.1(A); or

          (iii) the failure to deliver the certificate pursuant to Clause
                18.1(g) by the latest date prescribed.

          This adjustment will take effect immediately upon the date of the
          occurrence any of the events set out in sub-paragraphs (i), (ii) or
          (iii) (as determined by the Agent) and will last for so long (only) as
          the relevant event subsists unremedied or unwaived.

9.   REPAYMENT

9.1  REPAYMENT OF FACILITY A ADVANCES BEFORE THE CONVERSION DATE

     (A)  The Borrower agrees to repay each Facility A Advance made to it before
          the Conversion Date on the last day of the Interest Period for that
          Facility A Advance where the last day of that Interest Period falls
          before the Conversion Date. The Borrower shall repay that Facility A
          Advance in the currency it was made unless paragraph (B) applies.

     (B)  Where on any date on which a Facility A Advance is to be repaid (the
          "OLD ADVANCE") the Borrower borrows a further Facility A Advance (the
          "NEW ADVANCE") and either:

          (i)   the New Advance and the Old Advance are both in sterling or the
                Optional Currency; or

          (ii)  the Old Advance is in the Optional Currency and the New Advance
                is in sterling or the Old Advance is in sterling and the New
                Advance is in the Optional Currency,

          then the Agent shall, unless the Borrower requests otherwise, apply
          the New Advance, subject to paragraph (C), in or towards repayment of
          the Old Advance.  This will be treated as satisfying pro tanto the
          obligations of the Borrower to repay the Old Advance and of the
          Lenders to make the New Advance.

     (C)  If paragraph (B)(ii) applies, the Agent shall:

          (i)   apply the amount of the New Advance in or towards the purchase
                of an amount in the currency of the Old Advance; and

          (ii)  use the amount it purchases in or towards satisfaction of the
                Borrower's obligations to repay the Old Advance in the currency
                in which it is outstanding.

          If the amount purchased by the Agent under sub-paragraph (i) is less
          than the amount of the Old Advance, the Agent will promptly notify the
          Borrower and the Borrower must, on the day the Old Advance is due to
          be repaid, pay an amount to the Agent (in the currency in which the
          Old Advance is outstanding) equal to the difference.

          If any part of the amount paid to the Agent by the Lenders in order to
          make the New Advance is not needed to purchase the amount required to
          be repaid by the Borrower, the Agent will promptly notify the Borrower
<PAGE>

          and pay the Borrower on the day the New Advance is to be made that
          part of that amount (in the currency of the New Advance).

9.2  CONVERSION OF FACILITY A

     (A)  If any outstanding Facility A Advance is not repaid on the Conversion
          Date each Facility A Advance outstanding as at the Conversion Date
          will be automatically converted into a Converted Facility A Advance.
          However, there must not be any more than three Converted Facility A
          Advances outstanding at any time.

    (B)  In the event that there are more than three Facility A Advances
         outstanding as at the Conversion Date, the Agent may consolidate these
         Facility A Advances and the Interest Periods relating to them so that
         no more than three Converted Facility A Advances are outstanding. If
         the Lenders incur losses and expenses as a result of this
         consolidation, the Borrower will reimburse each affected Lender for the
         losses and expenses that Lender has incurred, or will, incur as a
         result. These losses and expenses include those incurred in liquidating
         as at the Conversion Date or otherwise utilising amounts borrowed by
         the Lender to fund its participation in the Facility A Advances. They
         may also include losses and expenses incurred in hedging open positions
         resulting from the consolidation of Facility A Advances on the
         Conversion Date.

9.3  REPAYMENT OF FACILITY A LOAN AFTER CONVERSION DATE

     The Borrower agrees to repay the Facility A Loan after the Conversion Date
     in semi-annual instalments on the Facility A Repayment Dates.  A repayment
     may be made on a Facility A Repayment Date from one or more Converted
     Facility A Advances in the currency or currencies in which the relevant
     Converted Facility A Advance or Converted Facility A Advances are
     denominated.  The amount of any repayment in the Optional Currency will be
     at its Original Sterling Amount. The amount of each instalment will be
     determined on the basis of the following table:

<TABLE>
<CAPTION>
FACILITY A REPAYMENT DATE FALLING ON                      PERCENTAGE OF FACILITY A LOAN OUTSTANDING AND
                                                          NOT REPAID ON THE CONVERSION DATE TO BE REPAID
                                                                   IN EACH REPAYMENT INSTALMENT
<S>                                                      <C>
30th June, 2002                                          10%
31st December, 2002                                      10%
30th June, 2003                                          10%
31st December, 2003                                      10%
30th June, 2004                                          10%
31st December, 2004                                      10%
30th June, 2005                                          10%
31st December, 2005                                      10%
Seventh anniversary of the Amendment Date                20%
</TABLE>

     The amount of the final instalment will be the whole of the Facility A Loan
     outstanding at that date.

9.4  REPAYMENT OF FACILITY B ADVANCES

     (A)  The Borrower agrees to repay each Facility B Advance made to it on the
          last day of the Interest Period for that Facility B Advance. The
          Borrower shall repay that Facility B Advance in the currency it was
          made unless paragraph (B)  applies.
<PAGE>

     (B)  Where on any date on which a Facility B Advance is to be repaid (the
          "OLD ADVANCE") the Borrower borrows a further Facility B Advance (the
          "NEW ADVANCE") and either:

          (i)   the New Advance and the Old Advance are both in sterling or the
                Optional Currency; or

          (ii)  the Old Advance is in the Optional Currency and the New Advance
                is in sterling or the Old Advance is in sterling and the New
                Advance is in the Optional Currency,

          the Agent shall, unless the Borrower requests otherwise, apply the New
          Advance, subject to paragraph (C), in or towards repayment of the Old
          Advance.  This will be treated as satisfying pro tanto the obligations
          of the Borrower to repay the Old Advance and of the Lenders to make
          the New Advance.

     (C)  If paragraph (B)(ii) applies, the Agent shall:

          (i)   apply the amount of the New Advance in or towards the purchase
                of an amount in the currency of the Old Advance; and

          (ii)  use the amount it purchases in or towards satisfaction of the
                Borrower's obligations to repay the Old Advance in the currency
                in which it is outstanding.

          If the amount purchased by the Agent under sub-paragraph (i) is less
          than the amount of the Old Advance, the Agent will promptly notify the
          Borrower and the Borrower must, on the day the Old Advance is due to
          be repaid, pay an amount to the Agent (in the currency in which the
          Old Advance is outstanding) equal to the difference.

          If any part of the amount paid to the Agent by the Lenders in order to
          make the New Advance is not needed to purchase the amount required to
          be repaid by the Borrower, the Agent will promptly notify the Borrower
          and pay the Borrower on the day the New Advance is to be made that
          part of that amount (in the currency of the New Advance).

9.5  ADJUSTMENT FOR CURRENCY FLUCTUATIONS

     (A)  If a Converted Facility A Advance is to be outstanding in the Optional
          Currency during two successive Interest Periods, the Agent will
          calculate the amount of that Converted Facility A Advance in the
          Optional Currency for the second of those Interest Periods. It will do
          this by calculating the amount of Optional Currency equal to the
          sterling amount of that Converted Facility A Advance at the Agent's
          spot rate of exchange three Business Days before the first day of that
          second Interest Period) and (subject to paragraph (B) below):

          (i)   if the amount calculated (after allowing for any repayment of
                the Converted Facility A Advance at the end of the first
                Interest Period) is less than the existing amount of that
                Converted Facility A Advance in the Optional Currency during the
                first Interest Period, promptly notify the Borrower and the
                Borrower shall pay, on the first day of the second Interest
                Period, an amount equal to the difference; or

          (ii)  if the amount calculated (after allowing for any repayment of
                the Converted Facility A Advance at the end of the first
                Interest Period) is more than the existing amount of that
                Converted Facility A Advance in the Optional Currency during the
                first Interest Period, promptly notify
<PAGE>

                each Lender and each Lender shall pay, on the first day of the
                second Interest Period, its participation in an amount equal to
                the difference.

     (B)  If the calculation made by the Agent under paragraph (A) above shows
          that the amount of the Converted Facility A Advance in the Optional
          Currency has increased or decreased by less than five per cent.
          compared to its Equivalent Amount (taken as at the first date of the
          first of these Interest Periods), no notification shall be made by the
          Agent and no payment shall be required under paragraph (A) above.

10.  PREPAYMENT

10.1 OPTIONAL PREPAYMENT

     The Borrower may give notice that it will repay the whole or part of the
     Loan on any day prior to the Facility Termination Date. Clause 11.7 applies
     to any repayment under this sub-clause.  This notice must state:

     (A)  the date of prepayment which will be at least five Business Days after
          the notice is received by the Agent;

     (B)  whether the repayment is out of a Facility A Advance (whether before
          or after the Conversion Date) or a Facility B Advance and specifying
          which Facility A Advance or Facility B Advance is affected; and

     (C)  the amount to be prepaid which will be a minimum of (Pounds)5,000,000
          and an integral multiple of (Pounds)1,000,000 in respect of any
          Facility or the whole of the amount outstanding under that Facility.

     The Borrower agrees to repay the Loan in accordance with its notice.  A
     prepayment of the Facility A Loan after the Conversion Date will reduce the
     repayment instalments under Clause 9 starting with the next succeeding
     instalment and working forwards, but so that:

          (i)   no more than two repayment instalments; and

          (ii)  no instalment falling due more than 18 months after the date of
                prepayment,

     will be reduced in this way. That amount (if any) of the prepayment which
     is not applied in accordance with the preceding sentence (the "RESIDUAL
     AMOUNT") will be applied in reducing all the remaining repayment
     instalments under the Facility A Loan.  In this case each remaining
     repayment instalment will be reduced by an amount calculated by dividing
     the residual amount by the number of remaining repayment instalments.
     Where any prepayment amount in respect of a particular remaining repayment
     instalment reduces that remaining repayment instalment to zero the balance
     of that amount will be re-applied to the other remaining repayment
     instalments as if it were a residual amount.

10.2 MANDATORY PREPAYMENT ON DISPOSALS

     (A)  OBLIGATION TO PREPAY: The Borrower agrees to prepay the Loan in
          accordance with this sub-clause.
<PAGE>

     (B)  CIRCUMSTANCES IN WHICH OBLIGATION TO PREPAY ARISES: The Borrower will
          be obliged to make a prepayment under this sub-clause in the following
          circumstance:

         (i)    In the case of Facility A,

                (a) the Total Facility A Commitments are cancelled (in whole or
                    in part) under Clause 5.3; and

                (b) as a result of that cancellation (or otherwise), the
                    Facility A Loan would otherwise exceed the Total Facility A
                    Commitments following the cancellation,

          (ii)  In the case of Facility B,

                (a) the Total Facility B Commitments are cancelled (in whole or
                    in part) under Clause 5.3; and

                (b) as a result of that cancellation (or otherwise), the
                    Facility B Loan would otherwise exceed the Total Facility B
                    Commitments following the cancellation.

     (C)  AMOUNT OF MANDATORY PREPAYMENT: The amount the Borrower is obliged to
          repay under this sub-clause will be:

          (i)   the a mount by which the Facility A Loan would exceed the Total
                Facility A Commitments as described in Clause 10.2(B)(i)(b); and

          (ii)  the amount by which the Facility B Loan would exceed the Total
                Facility B Commitments as described in Clause 10.2(B)(ii)(b).

          The amount required to be repaid under this sub-clause on any occasion
          may be less than (Pounds)5,000,000.  In this case the amount which
          would otherwise be due to be repaid will be reserved, but not repaid.
          On the next occasion an amount becomes repayable under this sub-clause
          the amount reserved will be added to that amount and the aggregate
          will be repayable if it exceeds (Pounds)5,000,000.  If it does not
          exceed (Pounds)5,000,000 the aggregate amount will be reserved and the
          previous sentence will apply to this aggregate reserved amount.  The
          Borrower may elect to repay any amount which would otherwise be
          reserved under this paragraph.  In this case it will repay that amount
          (and any amount previously reserved and not repaid under this
          paragraph) in accordance with paragraph (E) and that amount will not
          be reserved.

     (D)  TIMING OF MANDATORY PREPAYMENT: Subject to paragraph (E), the amount
          repayable under this sub-clause will become due for repayment on the
          date the applicable cancellation occurs under Clause 5.3(D). Clause
          11.7 applies to any repayment under this sub-clause.

     (E)  BREAK COSTS: The Borrower may certify to the Agent that a repayment
          required under this sub-clause:

          (i)   is due on a date other than the last day of the Interest Period
                applicable to the amount being repaid; or

          (ii)  would cause it to incur broken funding costs in respect of one
                or more of the Hedging Contracts.
<PAGE>

          The Borrower's obligation to make a repayment under this sub-clause
          will be deferred until the last day of the Interest Period applicable
          to the amount being repaid.  This deferral will only apply, however,
          if the Borrower deposits in the Charged Account an amount equal to the
          amount which it would otherwise have been obliged to repay (save to
          the extent the prepayment obligation will be discharged by an amount
          already standing to the credit of the Charged Account).  This deposit
          must be made on or before the date the repayment would otherwise have
          been due.

     (F)  APPLICATION OF PREPAYMENT: A prepayment of the Facility A Loan under
          this sub-clause after the Conversion Date will reduce each outstanding
          repayment instalment under Clause 9 by an amount calculated by
          dividing the amount to be prepaid by the number of remaining repayment
          instalments applicable to the Facility A Loan. Where any prepayment
          amount in respect of a particular remaining repayment instalment
          reduces that remaining repayment instalment to zero the balance of
          that prepayment amount shall be re-applied to the other remaining
          repayment instalments in accordance with the preceding sentence.

10.3 MANDATORY PREPAYMENT OF FACILITY A LOAN ON EXCESS CASH FLOW

     (A)  OBLIGATION TO PREPAY: The Borrower agrees to prepay the Facility A
          Loan in accordance with this sub-clause.

     (B)  CIRCUMSTANCES IN WHICH OBLIGATION TO PREPAY ARISES: The Borrower will
          be obliged to make a prepayment under this sub-clause in the event
          that, after the Conversion Date, Excess Cash Flow in respect of a
          financial year (including any financial year in which the Facility A
          Commitment Availability Termination Date falls) is positive (an
          "EXCESS CASH FLOW EVENT"). The requirement to make a prepayment under
          this sub-clause will no longer apply after the date on which
          annualised Debt Coverage (computed in accordance with Clause 8.8(B))
          is below 3:1 for two successive Quarters and for so long as the
          annualised Debt Coverage remains at no more than 3:1.

     (C)  AMOUNT OF MANDATORY PREPAYMENT: The amount the Borrower is obliged to
          repay under this sub-clause will be half the amount of the positive
          Excess Cash Flow described in Clause 10.3 (B).

          The amount required to be repaid under this sub-clause on any occasion
          may be less than (Pounds)5,000,000.  In this case the amount which
          would otherwise be due to be repaid will be reserved, but not repaid.
          On the next occasion an amount becomes repayable under this sub-clause
          the amount reserved will be added to that amount and the aggregate
          will be repayable if it exceeds (Pounds)5,000,000.  If it does not
          exceed (Pounds)5,000,000 the aggregate amount will be reserved and the
          previous sentence will apply to this aggregate reserved amount.  The
          Borrower may elect to repay any amount which would otherwise be
          reserved under this paragraph.  In this case it will repay that amount
          (and any amount previously reserved and not repaid under this
          paragraph) in accordance with paragraph (D) and that amount will not
          be reserved.

     (D)  TIMING OF MANDATORY PREPAYMENT: The amount repayable under this sub-
          clause will become due for repayment on the earlier of:

          (i)   the date 90 days after the date of delivery to the Agent of the
                certificate relating to Excess Cash Flow described in Clause
                18.1(l) (with the date of delivery of this certificate being the
                "EXCESS CASH FLOW CERTIFICATE DELIVERY DATE"); or
<PAGE>

          (ii)  subject to paragraph (E), the first date after the Excess Cash
                Flow Certificate Delivery Date which is the last day of an
                Interest Period in respect of a Facility A Advance which is in
                an amount equal to or greater than the amount due for repayment
                under this sub-clause.

          Clause 11.7 applies to any repayment under this sub-clause.

     (E)  BREAK COSTS: The Borrower may certify to the Agent that a repayment
          required under this sub-clause:

          (i)   is due on a date other than the last day of the Interest Period
                applicable to the amount being repaid; or

          (ii)  would cause it to incur broken funding costs in respect of one
                or more of the Hedging Contracts.

          The Borrower's obligation to make a repayment under this sub-clause
          will be deferred until the last day of the Interest Period applicable
          to the amount being repaid.  This deferral will only apply, however,
          if the Borrower deposits in the Charged Account an amount equal to the
          amount which it would otherwise have been obliged to repay (save to
          the extent the prepayment obligation will be discharged by an amount
          already standing to the credit of the Charged Account).  This deposit
          must be made on or before the date the repayment would otherwise have
          been due.

     (F)  APPLICATION OF PREPAYMENT: A prepayment of the Facility A Loan under
          this sub-clause will reduce each outstanding repayment instalment
          under Clause 9 by an amount calculated by dividing the amount to be
          prepaid by the number of remaining repayment instalments applicable to
          the Facility A Loan. Where any prepayment amount in respect of a
          particular remaining repayment instalment reduces that remaining
          repayment instalment to zero the balance of that prepayment amount
          shall be re-applied to the other remaining repayment instalments in
          accordance with the preceding sentence.

     (G)  EXCESS CASH FLOW: In this Agreement "EXCESS CASH FLOW" for any
          financial year (the "CURRENT FINANCIAL YEAR") means EBITDA for the
          current financial year:

          (i)   plus all non-cash charges deducted in establishing EBITDA for
                the current financial year, unless those non-cash charges are
                provisions for cash expenditure due to be made in the next
                financial year;

          (ii)  plus any non-cash charges deducted in establishing EBITDA for
                the previous financial year which were provisions for cash
                expenditure in the current financial year, but where that cash
                expenditure was not made in the current financial year;

          (iii) plus the amount of any tax rebate or credit in respect of any
                advance corporation tax, mainstream corporation tax or
                withholding tax or their equivalent in any relevant jurisdiction
                actually received in cash by any member of the Borrower's
                Restricted Group during the current financial year;

          (iv)  minus the Net Disposal Proceeds received during the current
                financial year to the extent applied in (or reserved for)
                prepayment of the Loan pursuant to Clause 10.2;

          (v)   minus Net Cash Interest for the current financial year;
<PAGE>

          (vi)   minus all advance corporation tax, mainstream corporation tax
                 and withholding tax or their equivalent in any relevant
                 jurisdiction actually paid or falling due for payment during
                 the current financial year (but excluding any amount paid in
                 the current financial year which was included in the Excess
                 Cash Flow computation for a previous financial year because it
                 fell due in that previous financial year);

          (vii)  minus the aggregate principal amount of Indebtedness for
                 Borrowed Money (other than of a revolving nature) falling due
                 for repayment in the current financial year or prepaid in the
                 current financial year under Clause 10.1;

          (viii) minus:

                 (a) all capital expenditure made during the current financial
                     year; less

                 (b) the amount deducted pursuant to sub-paragraph (ix) in the
                     Excess Cash Flow calculation made in respect of the
                     previous financial year less the amount added pursuant to
                     sub-paragraph (x) in respect of the current financial year;

          (ix)   minus capital expenditure included in the budget for the
                 current financial year (and not included in the budget for any
                 previous financial year) but not spent in the current financial
                 year, but so that an amount may only be deducted under this
                 sub-paragraph to the extent that a deposit equal to this amount
                 is made, specifically for this purpose, into the Charged
                 Account on or before the date on which the audited financial
                 statements for the current financial year in respect of the
                 Borrower's Restricted Group are delivered to the Agent pursuant
                 to Clause 18.1(b);

          (x)    plus the amount determined in accordance with the following
                 formula:

                               A = D - (CE - B)

                 where:

                 A   =  the amount to be determined under this sub-paragraph
                        (but if the result of the computation is to produce a
                        negative number, A will be zero)

                 D   =  the amount deducted pursuant to sub-paragraph (ix) in
                        respect of the previous financial year

                 CE  =  capital expenditure in the current financial year

                 B   =  the capital expenditure in the budget for the current
                        financial year (and not included in the budget for any
                        previous financial year)

                 but so that if CE - B produces a negative result it will be
                 treated as zero and so A = D.

10.4 MANDATORY PREPAYMENT OF LOAN ON FLOTATION

     (A)  OBLIGATION TO PREPAY: The Borrower agrees to prepay the Loan in
          accordance with this sub-clause.
<PAGE>

     (B)  CIRCUMSTANCES IN WHICH OBLIGATION TO PREPAY ARISES: The Borrower will
          be obliged to make a prepayment under this sub-clause upon the shares
          of the Borrower or the Parent or any intermediate Holding Company
          between the Borrower and the Parent becoming the subject of an initial
          public offering in connection with the application by the relevant
          Company for the admission of its shares to listing on any stock
          exchange or its shares being made available for the first time for
          dealing through any public dealings facility.

     (C)  AMOUNT OF MANDATORY PREPAYMENT: The amount the Borrower is obliged to
          repay under this sub-clause will be the full amount of the Loan.

     (D)  TIMING OF MANDATORY PREPAYMENT: The amount repayable under this sub-
          clause will become due for repayment on the earlier of:

          (i)   the date of receipt of the sale or issue proceeds by a member of
                the Group or any shareholder in any member of the Group; and

          (ii)  the date of listing becoming effective. Clause 11.7 applies to
                any repayment under this sub-clause.

     (E)  EFFECT OF PREPAYMENT: A prepayment of the Loan under this sub-clause
          will reduce the Total Facility A Commitments and Total Facility B
          Commitments to zero.

10.5 PREPAYMENT UNDER CLAUSE 11

     A prepayment of a Lender's participation in the Facility A Loan after the
     Conversion Date under Clause 11.1(B), 11.2(D), 11.3(D) or 11.4(E) will
     reduce each outstanding repayment instalment under Clause 9 proportionately
     to that Lender's participation in the Facility A Loan.

10.6 NO OTHER PREPAYMENT

     The Borrower may not repay the Loan early except in the manner permitted or
     required by this Agreement.

10.7 NO RE-BORROWING

     No amount of the Facility A Loan which is repaid after the Conversion Date
     may be re-borrowed.
<PAGE>

                PART IV: CHANGES OF CIRCUMSTANCES AND PAYMENTS

11.  CHANGES OF CIRCUMSTANCES

11.1 ILLEGALITY

     (A)  NOTICE: Each Lender may notify the Borrower if it has reasonable cause
          to believe it is or will be acting illegally in relation to the
          Facilities. The illegality may relate to the performance of the
          Lender's obligations, the maintenance of the Facilities or the
          Lender's funding arrangements. Each Lender confirms it is not acting
          illegally in relation to the Facilities on the Amendment Date.

     (B)  CANCELLATION AND PREPAYMENT: If a Lender delivers a notice of
          illegality the Available Commitment of that Lender will be cancelled
          on the date of that notice. If the Lender certifies that, because of a
          legal requirement applicable to the Lender, the participation of that
          Lender in the Loan must be repaid before the last day of any
          applicable Interest Period the Borrower agrees to repay the
          participation on the earlier date specified by the Lender. Clause 11.7
          applies to any cancellation or repayment under this sub-clause.

11.2 INCREASED COSTS

     (A)  TYPES OF INCREASED COSTS: This sub-clause applies where all of (i),
          (ii) and (iii) are true:

          (i)   Either:

                (a) there is a change in a legal requirement applicable to a
                    Lender Group Company or in any other requirement with which
                    it is accustomed to comply, or a change in its
                    interpretation or application; or

                (b) a Lender Group Company complies with a direction or request
                    of an authority with whose directions or requests it is
                    accustomed to comply.

          (ii)  As a result, any of the following occurs:

                (a) a Lender Group Company incurs an expense;

                (b) a Lender Group Company's effective return from the
                    Facilities or on its overall capital is reduced;

                (c) any amount payable to a Lender Group Company is reduced; or

                (d) a Lender Group Company does not recover an amount which
                    would otherwise have been paid to it.

               No account will be taken of tax on the overall net income
               (including overall net profit or gains) of a Lender, or a Lender
               Group Company, in the country in which it has its principal
               office or the office through which it is acting for the purposes
               of this Agreement.  Any loss, reduction or expense wholly
               reflected in the Costs Rate, or which is recoverable under Clause
               4.8 or Clause 11.4 (or would have been so recoverable but for
               Clause 11.5) will also not be taken into account.
<PAGE>

          (iii) The losses, reductions and expenses arising as a result are
                wholly or partly attributable to the Lender's participation in
                the Facilities or the arrangements made by a Lender in funding
                its participation in the Facilities.

     (B)  NOTICE: Each Lender may notify the Borrower if it becomes aware that
          this sub-clause applies. This notice will contain reasonable detail of
          the circumstances which have caused this sub-clause to apply.

     (C)  PAYMENT OF ADDITIONAL AMOUNTS: The Borrower agrees to reimburse each
          Lender for the losses, reductions, expenses and unrecovered amounts
          described in paragraph (A).

     (D)  PREPAYMENT AND CANCELLATION: If a Lender delivers a notice under
          paragraph (B):

          (i)   the Borrower may deliver to that Lender a notice of prepayment.
                The Borrower agrees to prepay the participation of that Lender
                in the Loan five Business Days after the Lender receives this
                notice (or on any later date or dates specified in the notice).
                Clause 11.7 applies to this prepayment; and/or

          (ii)  the Borrower may deliver to that Lender a notice of
                cancellation. That Lender's Available Facility A Commitment and
                Available Facility B Commitment will be reduced to zero on the
                date of delivery of that notice.

     (E)  BASLE EXCEPTION: Paragraph (C) will not oblige the Borrower to
          compensate any Lender in respect of itself or any other Lender Group
          Company for any losses, reductions and expenses described in paragraph
          (A)(ii) which result from the implementation, as at the Amendment
          Date, of the matters set out in the July 1988 report of the Basle
          Committee on Banking Regulations and Supervisory Practices entitled
          "International Convergence of Capital Measurement and Capital
          Standards" (the "BASLE REPORT"), the Directive of the Council of the
          European Communities on a Solvency Ratio for Credit Institutions
          (89/647/EEC of 18th December, 1989) (the "SOLVENCY DIRECTIVE") or the
          Directive of the Council of the European Communities on Own Funds of
          Credit Institutions (89/299/EEC of 17th April, 1989) (the "OWN FUNDS
          DIRECTIVE") in each case as amended prior to the Amendment Date. This
          exception will not apply if the losses, reductions and expenses
          described in paragraph (A)(ii) result from any change after the
          Amendment Date in, or in the interpretation or application of, the
          Basle Report, the Solvency Directive or the Own Funds Directive.

11.3 MARKET DISRUPTION

     (A)  NATURE OF MARKET DISRUPTION: This sub-clause applies if any of (i),
          (ii), or (iii) are true:

          (i)   Lenders with Available Commitments exceeding 35% of the
                aggregate Available Commitments, or with participations
                exceeding 35% of the Loan, notify the Agent that they believe
                that LIBOR or, as the case may be, EURIBOR would not reflect
                fairly the cost to them of funding an amount outstanding under
                this Agreement. For the purpose of making this computation, the
                Agent will disregard a notice from a Lender in circumstances
                where the Borrower has satisfied the Agent (supported
<PAGE>

                by any evidence that the Agent may reasonably request) that the
                only reason why LIBOR or, as the case may be, EURIBOR would not
                reflect fairly the cost to that Lender of funding its
                participation in an Advance is a deterioration in that Lender's
                credit standing.

          (ii)  LIBOR or, as the case may be, EURIBOR cannot be determined
                because no rate appears on the Screen for the relevant currency
                for the necessary period and fewer than two Reference Banks
                provide quotations.

          (iii) Lenders with Available Commitments exceeding 35% of the
                aggregate Available Commitments, or with participations
                exceeding 35% of the Loan, notify the Agent that they are unable
                to fund their participations in the Loan in the London inter-
                bank market or, as the case may be, European inter-bank market.
                (B) NOTICE: The Agent agrees to notify the Borrower and the
                Lenders if this sub-clause applies.

     (C)  ALTERNATIVE INTEREST RATE ARRANGEMENTS: If the Agent delivers a notice
          of market disruption each of the following applies:

          (i)   The means of determining the rates of interest applicable to the
                Advance or Advances affected (the "AFFECTED ADVANCE") will be
                suspended. Instead the Borrower agrees to pay interest to the
                Lenders on the Affected Advance in the manner requested by the
                Agent in accordance with this clause. A request by the Agent may
                specify periods to be used for the computation of interest. It
                must also specify the rate of interest to apply for a period.
                This rate will be the rate determined by the Agent to reflect
                the cost to each Lender of funding the Affected Advance for the
                period plus the Applicable Margin plus (in the case of Advances
                in sterling) the Costs Rate. In order to assist the Agent in
                this determination each Lender agrees to provide to the Agent
                any information which the Agent may request. If this information
                is received by the Agent within any time period specified by the
                Agent it will be taken into account by the Agent in making its
                determination.

          (ii)  The Borrower and the Agent will negotiate the terms of an
                alternative arrangement for determining a rate of interest for
                the Affected Advance. The negotiations will be carried on in
                good faith. Neither party is bound to continue the negotiations
                after the date 30 days after the Borrower receives the Agent's
                notice. If agreement is reached and if it is approved by all the
                Lenders the rate of interest will be determined in accordance
                with the agreement. Sub-paragraph (i) will not apply to the
                extent that it is expressly excluded by that agreement.

          (iii) If the circumstances described in paragraph (A) cease to apply
                the Agent will notify the Borrower and the Lenders. The notice
                will specify the transitional arrangements proposed by the Agent
                which as far as possible will be in accordance with the normal
                interest rate fixing provisions of this Agreement. The Borrower
                agrees to pay interest to the Lenders on the Affected Advance in
                the manner described in this notice unless a different
                arrangement is agreed by the Agent and the Borrower and approved
                by all the Lenders. In this case the Borrower agrees to pay
                interest to the Lenders in the manner agreed.
<PAGE>

     (D)  PREPAYMENT: If this sub-clause applies, the Borrower may deliver a
          notice of prepayment to the Agent. The Borrower agrees to prepay the
          Loan or, at the Borrower's election, the Affected Advance or Affected
          Advances five Business Days after the Agent receives this notice (or
          on any later date or dates specified in the notice). Clause 11.7
          applies to this prepayment.

     (E)  WITHDRAWAL: If this sub-clause applies, the Borrower may notify the
          Agent before 12.30 p.m. on the Advance Date relating to the Affected
          Advance that it wishes to withdraw the notice of borrowing relating to
          the Affected Advance. In this case that notice of borrowing will be
          treated as having not been made. Clause 6.6 will not apply in these
          circumstances.

11.4 WITHHOLDINGS

     (A)  WITHHOLDINGS AND DEDUCTIONS: This sub-clause applies if the Borrower,
          a Guarantor or the Agent is required by law, or by any requirement of
          a taxing authority with which it is obliged to comply, to make a
          payment under this Agreement net of a withholding or deduction.

     (B)  NOTICE: The Borrower agrees to notify the Agent if it becomes aware
          that this sub-clause applies.

     (C)  GROSSING UP: The Borrower and each Guarantor agrees to increase the
          amount of any payment from which it has to withhold or deduct any sum.
          This increase will ensure that the person entitled to the payment will
          receive, after that sum has been deducted or withheld, the amount it
          would have received had no sum had to be withheld or deducted.

     (D)  PAYMENT OF TAX: The Borrower and each Guarantor will pay to the
          appropriate authority all amounts withheld or deducted by it and
          certify to the Agent's reasonable satisfaction that it has withheld or
          deducted those sums and paid them to that authority. If a receipt or
          other evidence of payment can be obtained from that authority without
          incurring unreasonable cost or expense, the Borrower or that Guarantor
          agrees to deliver this to the Agent as soon as reasonably practicable.

     (E)  PREPAYMENT AND CANCELLATION: If this clause applies to payments by the
          Borrower:

          (i)   the Borrower may deliver to the Agent a notice of prepayment.
                This notice may relate to any part of the Loan which is subject
                (or the interest on which is subject) to the withholding or
                deduction. The Borrower agrees to prepay the Loan (or the part
                of it which is affected) five Business Days after the Agent
                receives this notice (or on any later date or dates specified in
                the notice). Clause 11.7 applies to this prepayment; and/or

          (ii)  the Borrower may deliver to the Agent a notice of cancellation.
                This notice may relate to any part of the Total Facility A
                Commitments or Total Facility B Commitments which, if drawn,
                would be subject (or the interest on which would be subject) to
                the withholding or deduction. That part of the Total Facility A
                Commitments or Total Facility B Commitments will be reduced to
                zero on the date of delivery of that notice.
<PAGE>

     (F)  REFUND OF TAX CREDITS: If the Borrower or a Guarantor makes an
          increased payment under Clause 11.4(C) (a "TAX PAYMENT") the relevant
          Lender or, as the case may be, the Agent agrees to notify the Borrower
          if 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
          Lender or, as the case may be, the Agent is able to identify as
          attributable to that Tax Payment. To the extent that it can in its
          absolute discretion without any adverse consequences for it, that
          Lender or, as the case may be, the Agent shall reimburse the Borrower
          or, as the case may be, that Guarantor such amount as the Lender or,
          as the case may be, the Agent determines to be the proportion of that
          Tax Credit as will leave the Lender or, as the case may be, the Agent
          (after that reimbursement) in no better or worse position in respect
          of its tax liabilities than it would have been in if no Tax Payment
          had been required. No Lender or, as the case may be, Agent shall be
          obliged to disclose any information regarding its tax affairs and
          computations, and this sub-clause does not affect the right of any
          Lender or, as the case may be, Agent to arrange its tax affairs as it
          thinks fit.

11.5 INLAND REVENUE TREATMENT OF THE LENDERS

     The Borrower and each Guarantor will not be required to pay increased
     amounts under Clause 11.4 in respect of a payment of interest to a Lender
     in either of the following cases:

     (A)  At the date the principal amount on which that interest accrued was
          advanced that Lender was not a bank for the purposes of section 349(3)
          of the Income and Corporation Taxes Act 1988.

     (B)  The person beneficially entitled to that payment of interest at the
          time it is paid is not within the charge to United Kingdom corporation
          tax in respect of that interest.

     This sub-clause only applies so far as a withholding or deduction is due to
     the circumstances described in paragraph (A) or (B) above.  It does not
     apply where the circumstances described in paragraph (A) or (B) above arise
     as a result of a change in law or concession or a change in the
     interpretation or application of law or concession.  Each Lender agrees to
     notify the Agent if paragraph (A) or (B) above applies.

11.6 CONFIRMATIONS FROM LENDERS

     The Borrower or the Agent may request a Lender to confirm whether or not
     the circumstances described in Clause 11.5(A) or (B) exist.  Each Lender
     agrees to provide the confirmation requested as soon as reasonably
     practicable.

11.7 PREPAYMENT

     This sub-clause applies if the Borrower is obliged to repay the Loan or any
     part of it under this Clause, Clause 10 or Clause 21.2.  In this event the
     Borrower agrees to pay on the date repayment is due interest accrued on the
     Loan (or the amount to be repaid) up to that date.  If the date repayment
     is due is not the last day of an Interest Period applicable to the amount
     being repaid, the Borrower will reimburse each affected Lender for the
     losses and expenses that Lender has incurred, or will incur, as a result.
     These losses and expenses may include those incurred in liquidating or
     otherwise utilising amounts borrowed by the Lender to fund its
     participation in the Loan (or the amount repaid).  They may also include
     losses and expenses incurred in hedging open positions resulting from the
     repayment.
<PAGE>

11.8 MITIGATION

     This sub-clause does not affect the obligations of the Borrower under the
     other sub-clauses of this Clause.  If this Clause applies to a Lender or
     the Agent, that Lender or the Agent will take all steps reasonably open to
     it and, as the case may be, will procure that any Lender Group Company
     takes all steps reasonably open to it, to reduce the additional amounts
     payable by the Borrower under this Clause or to avoid or reduce the impact
     of the circumstances referred to in it.  These steps may include the
     transfer of the Lender's rights and obligations under this Agreement to
     another branch or bank acceptable to the Borrower.  The Lender or Lender
     Group Company or the Agent will not, however, be obliged to do anything
     which in its opinion would or might have an adverse effect on it.

12.  PAYMENTS

12.1 METHOD AND TIMING OF PAYMENTS

     All payments under this Agreement must be made in immediately available and
     freely transferable funds.  Each payment must be received by noon on the
     due date. Each payment must be for value on the due date.

12.2 CURRENCY OF PAYMENT

     Each Advance is to be advanced and repaid in the currency in which it is
     denominated. Interest on an Advance is to be paid in the same currency as
     the Advance. All other payments are to be made in sterling, unless this
     Agreement specifies a different currency.

12.3 PAYMENTS IN EURO

     Each payment by the Agent in euro will be made in euro units rather than
     NCU, unless the Agent notifies the recipient otherwise.  This does not
     affect the rights of any party under the EMU legislation or other
     applicable law to make euro payments in NCU or receive euro payments
     credited to its account in NCU.  The Agent will not be liable for any
     failure to make payments on their due date arising from any failure in any
     cross-border euro payment system.  In addition, Clause 22.8(A) applies.

12.4 PAYMENTS THROUGH THE AGENT

     (A)  NORMAL ARRANGEMENTS: All payments by the Borrower or by a Lender under
          this Agreement will be made through the Agent. Each sterling payment
          will be made to the account of the Agent with The Royal Bank of
          Scotland plc, Correspondent Banking Branch, 5-10 Great Tower Street,
          London EC3P 3HX, account name Credit Suisse First Boston, account
          number 12302000, CHAPS Code 16-52-24. Each euro payment will be made
          to the account of the Agent with Citibank N.A., London Branch, account
          name Credit Suisse First Boston, London Branch, account number
          8552940. The Agent will pay on an amount received as soon as
          practicable.

     (B)  ALTERNATIVE ARRANGEMENTS: If the Agent believes that it is, or will
          be, illegal or impossible for it to pay on to a Lender in accordance
          with paragraph (A), it agrees to notify the Borrower and that Lender.
          In this case the Borrower and that Lender may agree alternative
          arrangements for payments to be made to that Lender. Paragraph (A)
          will not apply to the extent excluded by those alternative
          arrangements. That Lender agrees to provide notice of the
<PAGE>

          arrangements to the Agent and will notify the Agent of payments in
          accordance with Clause 14.1.

          (C)  APPLICATION OF DEPOSIT PAYMENTS: The Borrower is not required to
               make payments in accordance with this sub-clause to the extent
               that an amount is debited from the Charged Account in accordance
               with Clause 3(D) of the Deposit Agreement and Charge on Cash
               Deposits.

12.5 PAYMENTS TO THE BORROWER

     Each payment by the Agent to the Borrower will be made to the account of
     the Borrower which is notified to the Agent by the Borrower for this
     purpose.

12.6 PAYMENTS TO THE LENDERS

     Each payment by the Agent to a Lender will be made to the account of that
     Lender notified to the Agent for this purpose.

12.7 CHANGE OF ACCOUNT

     The Borrower or a Lender may change any of its receiving accounts by not
     less than five Business Days' notice to the Agent.  The Agent may change
     any of its receiving accounts by giving not less than five Business Days'
     notice to the Borrower and the Lenders.

12.8 REFUNDING OF PAYMENTS BY THE AGENT

     This sub-clause applies if the Agent makes a payment out in the mistaken
     belief that it has received or will receive an incoming payment on a
     particular day.  In this case the person which received the payment from
     the Agent agrees to return it.  It will also reimburse the Agent for all
     losses and expenses incurred by the Agent as a result of funding the
     payment.  This sub-clause does not affect the rights of the person which
     received the payment against the person which failed to make the payment to
     the Agent.

12.9 NON-BUSINESS DAYS

     If a payment would be due on a non-Business Day the payment obligation will
     be deferred until the next Business Day unless that day is in another
     calendar month.  Where it is in another calendar month that payment
     obligation will be brought forward to the previous Business Day.  Interest
     and commitment fees will be adjusted accordingly.

12.10  PAYMENT IN FULL

     All payments by the Borrower will be made in full and without set-off or
     counterclaim.  No payment will be made net of a withholding or deduction,
     unless this is required by law or by any requirement of a taxing authority
     with which it is obliged to comply.  In this event Clause 11.4 applies.

12.11  SET-OFF

     If a Company owes money under this Agreement which is due and payable the
     person to whom it is owed may set-off this obligation against any moneys
     owed by that person to that Company.  The moneys owed by that party may be
     in a different currency, arise on a separate transaction or involve another
     branch.  This sub-clause applies even where amounts owed to that Company
     are not due and payable, if there is an outstanding Termination Event or
     Potential Termination Event.  Where amounts are in different currencies the
     person to whom money is owed under this Agreement may
<PAGE>

     convert amounts into the same currency using the then current exchange
     rate. If a Lender sets off an obligation under this Agreement, that Lender
     agrees promptly to notify the Company concerned in accordance with Clause
     24.3. The notice will provide details of the amount set off.

13.  LATE PAYMENT

13.1 DEFAULT INTEREST

     The Borrower agrees to pay interest on all amounts unpaid under this
     Agreement after their due date for payment.  This interest will be computed
     by reference to successive periods selected by the Agent.  The first of
     these periods will start on the due date for payment of the unpaid amount.
     The rate of interest applicable during each of these periods will be a rate
     per annum equal to 1% plus:

     (A)  in the case of an amount in sterling, LIBOR for that period plus the
          Costs Rate; or

     (B)  in the case of an amount in euros, EURIBOR for that period,

     plus, in either case, the Applicable Margin. This interest will be paid in
     arrear on the last day of each of these periods and on the date of payment
     of the unpaid amount. This interest will be payable after as well as before
     judgment.

13.2 INDEMNITY

     If the Borrower fails to make a payment on the due date the Borrower agrees
     to reimburse the person entitled to the payment for the losses and expenses
     (including loss of profit) that person incurs, or will incur, as a result.
     The computation of these losses and expenses will take into account any
     amount received under Clause 13.1.

14.  SHARING AMONG LENDERS

14.1 NOTICE

     If an amount due to a Lender (the "RECIPIENT") under this Agreement is
     discharged other than by payment through the Agent the Lender agrees to
     notify the Agent and the Borrower in accordance with Clause 24.3.  This may
     occur because of the exercise of a right of set-off, by virtue of a
     combination of accounts or because of a voluntary or involuntary payment by
     the Borrower or a Guarantor direct to that Lender.  The notification will
     provide details of the amount discharged and will be delivered no later
     than ten Business Days after the discharge.

14.2 DETERMINATION BY THE AGENT

     Where a Lender has issued a notice under Clause 14.1 the Agent will
     determine what payments, if any, are due under Clause 14.4.  This
     determination will be made on the basis of the information contained in all
     the notices delivered to the Agent under Clause 14.1.  The determination
     will be notified to the Borrower and the Lenders.

14.3 LITIGATION

     In determining the amount due under Clause 14.4 no account will be taken of
     an amount due to a Lender which has declined to participate in legal
     proceedings which resulted in
<PAGE>

     the payment described in Clause 14.1. This only applies if that Lender
     could have joined in the proceedings or could have instituted its own
     proceedings, but failed to do so.

14.4 PAYMENT TO THE AGENT

     The Recipient agrees to pay to the Agent an amount calculated as follows:

                                 P = D (X - Y)

     where

          P =  the amount payable to the Agent

          D =  the aggregate amount due to the Recipient out of which an amount
               has been discharged

          X =  the fraction of D which has been discharged

          Y =   the fraction which has been discharged, if any, of the aggregate
               amount due to the Lender which has the greatest proportion of
               that amount still outstanding.

     This amount will be paid no later than five Business Days after receipt of
     a notice from the Agent under Clause 14.2.

14.5 OBLIGATIONS OF THE BORROWER AND THE GUARANTORS

     Any amount due to the Recipient which would otherwise have been discharged
     as described in Clause 14.1 will be treated as not having been discharged
     to the extent of an amount which is or will be payable under Clause 14.4 as
     a result.  Accordingly the Borrower and each Guarantor agree to pay this
     amount to the Recipient as if it had not been discharged.  This payment is
     required to be made whether or not the Agent has issued a determination
     under Clause 14.2.

14.6 DISTRIBUTION

     The Agent agrees to distribute to the Lenders the amount received by it
     under Clause 14.4 as if that amount had been received from the Borrower in
     discharge of an amount due under this Agreement.  The Borrower will then be
     treated as having paid that amount.

14.7 RECOVERY

     This sub-clause applies if an amount discharged as described in Clause 14.1
     is recovered from, or is required to be repaid by, the Recipient.  In this
     case each Lender which received the benefit of a payment made under Clause
     14.4 agrees to repay to the Recipient the amount it received.  Each of
     these Lenders will also reimburse the Recipient for any losses or expenses
     which the Recipient has incurred in connection with the discharged amount
     or its recovery or repayment.  The rights and obligations of the parties
     shall be restored to the position before any payment became due under
     Clause 14.4.
<PAGE>

                       PART V : GUARANTEE AND INDEMNITY

15.  GUARANTEE

15.1 GUARANTEE

     Each Guarantor guarantees the due and punctual performance of all
     obligations of the Borrower (or, as the case may be, each Restricted
     Subsidiary) under this Agreement, each Hedging Contract and each Overdraft
     Facility.  This guarantee is unconditional and irrevocable.

15.2 AGREEMENT TO PAY

     Each Guarantor agrees to pay on demand each amount due by the Borrower (or,
     as the case may be, each Restricted Subsidiary) which is unpaid.  The
     demand may be made at any time on or after the due date for payment.
     Payment will be made in the same currency as the amount due by the Borrower
     (or, as the case may be, each Restricted Subsidiary).

15.3 CONTINUING GUARANTEE

     This guarantee is a continuing guarantee. No payment or other settlement
     will discharge any Guarantor's obligations until the Borrower's obligations
     (or, as the case may be, each Restricted Subsidiary's obligations) have
     been discharged in full.

15.4 OTHER GUARANTEES AND SECURITY
     This guarantee is in addition to, and independent of, any other guarantee
     or security.

15.5 ENFORCEMENT

     This guarantee may be enforced before any steps are taken against the
     Borrower (or, as the case may be, each Restricted Subsidiary) or any other
     Guarantor or under any other guarantee or Security.

15.6 PRESERVATION OF RIGHTS

     This guarantee will only be discharged by (i) the making of payment (in the
     case of this Agreement, in accordance with Clause 12) in full by the
     Borrower (or, as the case may be, the relevant Restricted Subsidiary) or
     any of the Guarantors or (ii) the receipt otherwise of payment in full. It
     will not be discharged by any other action, omission or fact. Each
     Guarantor's obligations will, therefore, not be affected by:

     (A)  The obligations of the Borrower (or, as the case may be, the relevant
          Restricted Subsidiary) being or becoming void, invalid, illegal or
          unenforceable.

     (B)  Any change, waiver or release of the Borrower's (or, as the case may
          be, the relevant Restricted Subsidiary's) obligations.

     (C)  Any concession or time being given to the Borrower (or, as the case
          may be, the relevant Restricted Subsidiary).

     (D)  The winding-up or re-organisation of the Borrower (or, as the case may
          be, the relevant Restricted Subsidiary).
<PAGE>

     (E)  Any change in the condition, nature or status of the Borrower (or, as
          the case may be, the relevant Restricted Subsidiary).

     (F)  Any of the above events occurring in relation to another Guarantor or
          any other guarantor or provider of Security or its obligations.

     (G)  Any failure to take, retain or enforce any other guarantee or
          Security.

     (H)  Any circumstances affecting or preventing recovery of amounts due by
          the Borrower.

     (I)  Any other matter which might discharge a Guarantor.

     Any receipt from any person other than a Guarantor will reduce the
     outstanding balance only to the extent of the amount received.

15.7 REPRESENTATIONS OF A GUARANTOR

     Each Guarantor confirms that it does not have the benefit of any Security
     in respect of this guarantee or the indemnity in Clause 16.

15.8 COVENANTS OF A GUARANTOR
     Each Guarantor agrees as follows:

     (A)  SECURITY: It will not have the benefit of any Security in respect of
          this guarantee or the indemnity in Clause 16.

     (B)  EXERCISE OF RIGHTS: It will not, for so long as a Termination Event or
          Potential Termination Event has occurred and is outstanding:

          (i)   take the benefit of any right against the Borrower (or, as the
                case may be, the relevant Restricted Subsidiary) or any other
                person in respect of amounts paid under this guarantee; or

          (ii)  claim or exercise against the Borrower (or, as the case may be,
                the relevant Restricted Subsidiary) any right to any payment
                (whether or not connection with this Agreement).

     (C)  COMPETING PROOF: An Instructing Group may request a Guarantor to
          submit a proof for amounts due to it by the Borrower or any other
          guarantor. Each Guarantor agrees to submit a proof promptly in
          accordance with this request if it is entitled to do so. All amounts
          received in respect of this proof will be held by that Guarantor on
          trust for the Agent and the Lenders.

     The obligations in this sub-clause will cease to have effect when all the
     Facilities have ceased to be available and there are no amounts outstanding
     under this Agreement.

15.9 SUSPENSE ACCOUNT

     Any amount received under this guarantee may be placed on suspense account
     (bearing interest at a commercial rate, which interest shall be credited to
     the account).  Suspense accounts may be held by the Agent or by a Lender.
     While the amounts are in the suspense account the Agent or any Lender may
     claim and recover amounts from the Borrower (or, as the case may be, the
     relevant Restricted Subsidiary), another Guarantor and any other guarantor
     as if the amount in the suspense account had not
<PAGE>

     been received. Amounts may be taken out of a suspense account by the person
     holding that account at any time for application against the amounts
     outstanding under this Agreement or return to the payer of such amounts.

15.10  DISCHARGE CONDITIONAL

     Any settlement with, or discharge of, a Guarantor will be subject to a
     condition. This condition is that the settlement or discharge will be set
     aside if any prior payment, or any other guarantee or security, is set
     aside, invalidated or reduced.  In this event each Guarantor agrees to
     reimburse each Lender and the Agent for the value of the payment, guarantee
     or security which is set aside, invalidated or reduced.

15.11  PRINCIPAL DEBTOR

     Each Guarantor agrees to pay any amount which is expressed to be due from
     the Borrower (or, as the case may be, the relevant Restricted Subsidiary)
     but which is not recoverable from a Guarantor as a guarantor.  Any amount
     due under this sub-clause will be recoverable from each Guarantor as though
     the obligation had been incurred by that Guarantor as sole or principal
     debtor, but otherwise on the same terms as the obligation was expressed to
     be incurred by the Borrower (or, as the case may be, the relevant
     Restricted Subsidiary). This sub-clause is in addition to each Guarantor's
     obligations as a guarantor. The payment by the Borrower (or, as the case
     may be, the relevant Restricted Subsidiary) or any Guarantor of any amount
     payable by virtue of this sub-clause will (subject to Clause 15.10)
     discharge pro tanto the obligations on each Guarantor to pay the amounts
     expressed to be payable by it under this sub-clause.

16.  GUARANTOR'S INDEMNITY

16.1 INDEMNITY

     This Clause applies if the Borrower fails to make a payment expressed to be
     due under this Agreement on the due date.  In this event each Guarantor
     agrees to reimburse the person entitled to the payment for the losses and
     expenses (including loss of profit) that person incurs, or will incur, as a
     result.  Each Guarantor also agrees to reimburse each Lender and the Agent
     for all losses and expenses arising from any obligations of the Borrower
     being or becoming void, invalid, illegal or unenforceable.

16.2 AMOUNT OF LOSS

     For the purposes of this Clause a Lender and the Agent will be treated as
     having suffered a loss equal to the amount expressed as being due to it by
     the Borrower, but which is unpaid (taking into account any amounts paid
     under Clause 15).  If this treatment is incorrect the Lender or the Agent
     will produce evidence of its loss.
<PAGE>

          PART VI : REPRESENTATIONS, COVENANTS AND TERMINATION EVENTS

17.  REPRESENTATIONS

17.1 REPRESENTATIONS

     Each Company confirms that each of the following is true as at the
     Amendment Date (subject, in the case of Clause 17.1(T), as stated in that
     Clause 17.1(T)):

     (A)  NATURE OF COMPANY: It is a company duly incorporated and validly
          existing under the laws of its country of incorporation.

     (B)  POWERS OF COMPANY: It has power to own its assets and conduct its
          business as currently conducted. It also has corporate power to sign
          and deliver those of the Financing Documents to which it is a party
          (and which it has signed and delivered) and to exercise its rights and
          perform its obligations under those of the Financing Documents to
          which it is a party.

     (C)  AUTHORISATIONS: The signature and delivery on its behalf of those of
          the Financing Documents to which it is a party (and which it has
          signed and delivered) and the exercise of its rights and the
          performance of its obligations under the Financing Documents have been
          duly authorised by it.

     (D)  BINDING OBLIGATIONS: This Agreement and the other Financing Documents
          to which it is a party have been (or, if executed after the Amendment
          Date, will be when executed) duly signed and delivered by it. Its
          obligations described in the Financing Documents to which it is a
          party are (or, if executed after the Amendment Date, will be when
          executed) its valid and binding obligations in accordance with their
          terms, subject to the reservations contained in paragraph 8 of the
          opinion of Slaughter and May (the form of which is set out in Schedule
          8) and in any legal opinion delivered under Clause 20.1(R)(i)(c).

     (E)  LEGALITY AND CONTRAVENTIONS: The signature and delivery on its behalf
          of the Financing Documents to which it is a party and the exercise of
          its rights and performance of its obligations under such Financing
          Documents and the creation of Security by it under the Charges (if
          applicable):

          (i)   are not prohibited by applicable law, regulation or order or by
                its constitutional documents;

          (ii)  do not require any approval, filing, registration or exemption
                (other than the perfection of the Security constituted by the
                Charges by means of registration at H.M. Land Registry, the Land
                Register, the Register of Sasines, Companies House and the Trade
                Marks Registry, or as disclosed in any legal opinion delivered
                under Clause 20.1(R)(i)(c); and

          (iii) are not prohibited by, and do not constitute an event of default
                under, and do not result in an obligation to create Security
                under, any document or arrangement to which it is a party and
                which is material in the context of this Agreement.

     (F)  RANKING OF OBLIGATIONS: Its obligations under the Financing Documents
          are secured by the Charges. The Charges will, when executed (and
          subject to the required registrations being made and to any Security
          permitted by
<PAGE>

          Clause 20.1(C)(ii) and (iii)), constitute a first priority security
          interest which is valid and enforceable over the assets referred to in
          the Charges, subject to the reservations (other than reservation 8(F))
          contained in paragraph 8 of the opinion of Slaughter and May (the form
          of which is set out in Schedule 8) and in any legal opinion delivered
          under Clause 20.1(R)(i)(c). Amounts due under this Agreement will, for
          security purposes, rank at least equally with amounts due under the
          Hedging Contracts and the Overdraft Facilities. No amounts have been
          repaid by the Borrower under the Subordinated Loan Agreement or the
          Inter-Company Loan Agreement, and no amounts are repayable until all
          amounts expressed to be owed under the Financing Documents, the
          Hedging Contracts and the Overdraft Facilities have been paid in full
          and the Facilities are no longer available.

     (G)  NO TERMINATION EVENT: No Termination Event or Potential Termination
          Event has occurred and is continuing and none will occur as a result
          of the exercise of its rights or the performance of its obligations
          under the Financing Documents.

     (H)  ACCOUNTS: The audited financial statements and the consolidated
          audited financial statements most recently delivered under Clause 18.1
          (including, as at the Amendment Date, those statements most recently
          delivered before the Amendment Date under the equivalent of the
          provision now set out in Clause 18.1) give a true and fair view of the
          results of each Company's operations and the financial position of the
          Group taken as a whole, the Borrower's Group taken as a whole and the
          Borrower's Restricted Group taken as a whole. These financial
          statements were prepared in accordance with Generally Accepted
          Accounting Principles consistently applied except to the extent that
          the accompanying notes provide a description of a different treatment.

     (I)  LITIGATION: There exists no litigation which is reasonably likely to
          have an unfavorable outcome materially adversely affecting (in the
          case of the Borrower) its ability to perform its obligations under the
          Financing Documents or (in the case of any other Company) the
          Guarantors' ability (taken as a whole) to perform the Guarantors'
          obligations under the Financing Documents or, in the case of the
          Borrower, its ability to perform its material obligations under each
          of the Transmission Agreements.

     (J)  SECURITY: No Security exists over any of its assets, except as
          permitted by Clause 20.1(C).

     (K)  REPRESENTATIONS IN THE CHARGES: The representations given by it in the
          Charges are true as at the time they are made and repeated.

     (L)  DTT TRANSMISSION AGREEMENTS: The Borrower has complied with the
          licences conferred on it to which reference is made in the BBC DTT
          Transmission Agreement and the ONDIGITAL DTT Transmission Agreement.
          If there is a breach of any of these licences, but that breach is
          capable of remedy and that licence has not been terminated or revoked,
          there will not be a breach of this paragraph.

     Each Guarantor confirms that the following is true:

     (M)  GUARANTEEING POWERS: It has the power to guarantee the whole of the
          sums available under this Agreement and enter into the Charges. The
          borrowing of the full amount available under this Agreement does not
          contravene or exceed any guaranteeing limitation on it (or its
          directors) under its constitutional
<PAGE>

          documents or any other document to which it is a party and which is
          material in the context of this Agreement.

     Each of the Borrower and the Parent confirms that each of the following is
     true:

     (N)  BORROWING POWERS: The Borrower has the power to borrow the whole of
          the sums available under this Agreement. The borrowing of the full
          amount available under this Agreement does not contravene or exceed
          any borrowing limitation, and the entering into the Charges does not
          contravene any limitation on giving security, on it (or its directors)
          under its Memorandum and Articles of Association or any other document
          to which it is a party and which is material in the context of this
          Agreement.

     (O)  NO MATERIAL ADVERSE CHANGE:

          (i)   There has been no change in financial condition of the Borrower
                or (taken as a whole) the Guarantors having a material adverse
                impact on the Borrowers or (taken as a whole) the Guarantors'
                ability to perform its or their payment obligations under the
                Financing Documents since the last date as at which each of the
                covenants in Clause 19.2 were measured. The assessment of
                whether the change in financial condition is material will be
                measured against the covenants tested on that date.

          (ii)  In addition no event or circumstance has occurred and is
                continuing affecting the business or operations of the Borrower
                and (taken as a whole) the Guarantors and having a material
                adverse impact on the Borrower's or (taken as a whole) the
                Guarantors' ability to perform its or their payment obligations
                under the Financing Documents. The assessment of whether there
                has been a material adverse impact will be measured against the
                business or operations of the Borrower and (taken as a whole)
                the Parent and the Borrower's Group on the Amendment Date.

     (P)  AGREEMENTS EFFECTIVE: Each of the Shareholders' Agreement, the
          Transmission Agreements, the NTL Site Sharing Agreement, the Contract
          for Services, the Subordinated Loan Agreement and the Inter-Company
          Loan Agreement is in full force and effect, and the Bonds and any
          guarantees given by any person in respect of CT Finance's obligations
          under the Bonds are binding obligations.

     (Q)  LICENCES, ETC.: All licences, consents and authorisations necessary
          for the Borrower to conduct its business as currently conducted, and
          for the members of the Borrower's Restricted Group to conduct the
          other material businesses operated by the Borrower's Restricted Group
          (taken as a whole) as currently conducted, are in full force and
          effect.

     (R)  BORROWINGS: No member of the Borrower's Restricted Group has any
          Indebtedness for Borrowed Money, or has issued any guarantees,
          indemnities or other similar assurances, except as permitted under
          Clause 20.1(K) or as agreed by the Agent (acting on the instructions
          of an Instructing Group).

     (S)  TRANSMISSION AGREEMENTS REPRESENTATIONS: The representations given by
          the Borrower in each of the Transmission Agreements are true in all
          material respects as at the time they are made.
<PAGE>

     (T)  INFORMATION MEMORANDUM: As at the date of the Information Memorandum:

          (i)   the information incorporated in the Information Memorandum is
                true and correct in all material respects; and

          (ii)  no material information has been omitted and the financial
                projections contained in the Information Memorandum have been
                prepared on a reasonable basis using reasonable assumptions.

          In addition, no material adverse change has occurred in relation to
          the Borrower and (taken as a whole) the Parent and the Borrower's
          Group after the date of issue of the Information Memorandum which
          would require the Borrower, acting reasonably, to update the
          information contained in the Information Memorandum so as to ensure
          that this information remained true and correct in all material
          respects and that there were no material omissions or change in the
          assumptions used in the preparation of the financial projections in
          the Information Memorandum.

     The Borrower confirms that the following is true:

     (U)  FINANCIAL MODEL: The Financial Model has been prepared on a reasonable
          basis using reasonable assumptions and the Borrower does not have any
          reason to believe that it contains a misstatement material in the
          context of this Agreement.

     (V)  YEAR 2000:

          (i)   The Year 2000 Programme Report fairly describes in all material
                respects (with no material omissions) the investigations and
                actions which have been undertaken and performed by or on behalf
                of (taken as a whole) the Borrower's Restricted Group prior to
                the Amendment Date in relation to: (a) investigations as to
                whether its computer systems are able to handle date data
                relating to a date on or after 1st January, 2000; and (b) the
                actions taken or to be taken which are intended to ensure that
                such technology is able to handle such data.

          (ii)  On the basis of the investigations and actions mentioned in sub-
                paragraph (i) it believes that its business critical equipment
                and software (including as described in the Year 2000 Programme
                Report) and that of (taken as a whole) the Borrower's Restricted
                Group will be unaffected by the change in date caused by the
                beginning of the new millennium. This statement only applies to
                the extent that any disruption caused to the operations of
                Borrower or (taken as a whole) those the Borrower's Restricted
                Group is reasonably likely to have a material adverse effect on
                the Borrower or (taken as a whole) the Borrower's Restricted
                Group.

17.2 REPETITION

     All of the representations in Clause 17.1 except those in paragraphs (T),
     (U) and (V) will be deemed repeated on the making of each Advance and on
     the first day of each Interest Period.  The representations in paragraphs
     (T) and (U) will be deemed repeated on the date of the first Advance on or
     after the Amendment Date but not subsequently.  The representation in
     paragraph (V) will be deemed repeated on the making of each Advance which
     falls on or before 31st March, 2000.  Where a representation is deemed
     repeated this repetition will be with reference to the facts on that day.
<PAGE>

17.3 SURVIVAL OF REPRESENTATIONS

     Each of the representations made by the Borrower under this Agreement shall
     survive the making of each Advance (but are only repeated to the extent
     referred to in Clause 17.2).

17.4 LENDER REPRESENTATIONS

     Each Lender represents that each of the following is true:

     (A)  In respect of a payment of interest to that Lender, that Lender was,
          at the date the principal amount on which that interest accrued was
          advanced, a bank for the purposes of section 349(3) of the Income and
          Corporation Taxes Act 1988.

     (B)  In respect of a payment of interest to that Lender, the person
          beneficially entitled to that payment of interest at the time it is
          paid is within the charge to United Kingdom corporation tax in respect
          of that interest.

     The representations in this sub-clause do not apply where the
     representations would be untrue as a result of a change in law or Inland
     Revenue concession or a change in the interpretation or application of law
     or Inland Revenue concession.

18.  INFORMATION COVENANTS

18.1 PERIODIC REPORTS

     Each of the Borrower and the Parent agrees to deliver each of the following
     to the Agent as soon as they become available and, in any event, by the
     latest date indicated:

DOCUMENT/INFORMATION                                   Latest Date
--------------------                                   -----------
(a)  Annual audited accounts of each              90 days after the end of that
     Company including profit and loss            financial year
     account, balance sheet and, in the case
     of the Borrower and the Parent, cash flow
     statement

(b)  Annual audited consolidated accounts of      90 days after the end of that
     the Borrower's Group, the Borrower's         financial year
     Restricted Group and of the Group,
     including profit and loss account, balance
     sheet and cash flow statement

(c)  Quarterly unaudited management               45 days after the end of each
     accounts of each Company certified to be     quarter of its financial year
     correct by the Certifying Financial Officer,
     including profit and loss account, balance
     sheet, cash flow statement and
     statement of capital expenditure
<PAGE>

(d)  Quarterly consolidated unaudited             45 days after the end of each
     management accounts of the Borrower's        quarter of its financial year
     Group, the Borrower's Restricted Group
     and of the Group certified to be correct
     by the Certifying Financial Officer,
     including profit and loss account, balance
     sheet, cash flow statement and
     statement of capital expenditure

(e)  Monthly management accounts of each          30 days after the end of each
     Company certified to be correct by the       calendar month
     Certifying Financial Officer, including
     profit and loss account, balance sheet,
     cash flow statement and statement of
     capital expenditure

(f)  Monthly consolidated management              30 days after the end of each
     accounts of the Borrower's Group, the        calendar month
     Borrower's Restricted Group and of the
     Group certified to be correct by the
     Certifying Financial Officer, including
     profit and loss account, balance sheet,
     cash flow statement and statement of
     capital expenditure (distinguishing
     between capital expenditure which is
     financed from operating income and
     capital expenditure which is funded from
     new equity or borrowing)

(g)  A certificate, signed by the Certifying      At the time of delivery of the
     Financial Officer stating:                   Borrower's Group's and
                                                  Borrower's Restricted Group's
     (i)  the amount of Financial                 quarterly financial statements
          Indebtedness on the last day of         delivered under paragraph (d)
          the Quarter

     (ii) EBITDA for that Quarter

(h)  Annual budget for the Borrower's Group       60 days after the start of
     and the Borrower's Restricted Group          each of its financial years
     including projected profit and loss
     account, balance sheet, cash flow
     statement and statement of capital
     expenditure (distinguishing between
     capital expenditure which is to be
     financed from operating income and
     capital expenditure which is to be funded
     from new equity or borrowing)

(i)  Annual budget for the Parent adopted by      60 days after the start of
     the Board of Directors of the Parent         each of its financial years
<PAGE>

(j)  A certificate regarding compliance with      At the time of delivery of
     the financial covenants in Clause 19.2       each set of the Borrower's
     setting out the necessary computations.      Group's and Borrower's
     This certificate is to be signed by the      Restricted Group's quarterly
     Certifying Financial Officer                 financial statements delivered
                                                  under  paragraph (d)

(k)  A certificate regarding:                     At the time of delivery of
                                                  each  set of annual
     (i)   compliance with the financial          consolidated financial
           covenants in Clause 19.2;              statements for the Borrower's
                                                  Group and Borrower's
     (ii)  the amount of Excess Cash              Restricted Group's delivered
           Flow; and                              under paragraph (b)

     (iii) the amount of capital expenditure
           in that financial year
           (distinguishing between capital
           expenditure which is financed
           from operating income and
           capital expenditure which is
           funded from new equity or
           borrowing)

     setting out the necessary computations.
     This certificate is to be signed by the
     Certifying Financial Officer

(l)  A statement signed by the auditors of the    At the time of delivery of
     Borrower regarding:                          each set of annual
                                                  consolidated financial
     (i)  compliance with the financial           statements for the Borrower's
          covenants in Clause 19.2; and           Group and Borrower's
                                                  Restricted Group's delivered
                                                  under paragraph (b)
     (ii) the amount of Excess Cash Flow

(m)  A certificate of Net Disposal Proceeds,      At the time of delivery of
     setting out the necessary computations.      each set of monthly management
     This certificate is to be signed by the      accounts under paragraph (e)
     Certifying Financial Officer

(n)  A certificate of acquisition price, setting  At the time of delivery of
     out the necessary computations.  This        each set of monthly management
     certificate is to be signed by the           accounts under paragraph (e)
     Certifying Financial Officer

(o)  Details of any treasury transaction as       At the time of delivery of
     required by Clause 20.1(O)                   each set of monthly management
                                                  accounts under paragraph (e)

(p)  A certificate setting out details of any     At the time of delivery of
     contract which is a Material Contract        each set of annual audited
     because it is a contract generating 10%      accounts of the Borrower
     or more of the Borrower's gross              under paragraph (a)
     revenues.  This certificate is to be signed
     by the Certifying Financial Officer
<PAGE>

(q)  A certificate setting out details of the     At the time of delivery of the
     extent to which (i) the Total Annual         Borrower's Restricted Group's
     Investment Limit and (ii) the Unrestricted   quarterly financial statements
     Entities Investment Limit have been          delivered under paragraph (d)
     utilised in respect of the current financial
     year (but taking account of Investment
     Amounts in previous financial years if
     relevant to the calculation).  This
     certificate is to be signed by the
     Certifying Financial Officer

(r)  A certificate setting out the confirmation   At the time of delivery of
     required in Clause 5.3(F)(ii).  This         each set of monthly management
     certificate is to be signed by the           accounts under paragraph (e).
     Certifying Financial Officer.

     In each case the Borrower and the Parent agree to deliver the number of
     copies requested by the Agent.

     The obligations to deliver the documents described in paragraphs (c), (d),
     (e), (f) and (i) above, insofar as they relate to the Parent or the Group
     (other than the Borrower's Group), do not apply if, in the period to which
     those documents relate (or would relate if they existed), (i) all of the
     Parent's Subsidiaries are members of the Borrower's Group and (ii) the
     Parent has no business other than that of holding shares in the Borrower.
     The obligations to deliver the documents described in paragraphs (b), (d),
     (f) and (h) above, in so far as they relate to the Borrower's Restricted
     Group, do not apply if, in the period to which those documents relate (or
     would relate if they existed) the composition of the Borrower's Restricted
     Group is identical to the composition of the Borrower's Group.

18.2 GAAP

     The Borrower confirms and agrees that all financial statements to which
     Clause 18.1 applies will be prepared in accordance with applicable law and
     Generally Accepted Accounting Principles consistently applied except to the
     extent that the accompanying notes provide a description of a different
     treatment.

18.3 REQUESTS

     The Agent may request any Company to deliver to the Agent information about
     it or its assets, business or financial condition or any other matter.
     Each Company agrees to deliver promptly to the Agent the information
     reasonably requested.  No Company will be obliged to deliver any
     information under this sub-clause if that delivery is prohibited by law or
     by direction of H.M. Government.

18.4 TERMINATION EVENTS AND OTHER EVENTS
     The Borrower agrees to notify the Agent promptly of:

     (A)  the occurrence of a Termination Event or Potential Termination Event
          upon becoming aware of such occurrence;

     (B)  any events or developments that would be reasonably likely to result
          in the termination of, or any material amendment to, any of the
          Transmission

<PAGE>

          Agreements or any material licence, consent or authorisation required
          for the purposes of its business, upon becoming aware of the same;

     (C)  any proposal to amend or waive any Material Contract (save for minor
          amendments); and

     (D)  the occurrence of any event of default or put event under the Bonds
          upon becoming aware of such occurrence.

18.5 OTHER INFORMATION

     Each of the Parent and the Borrower agrees to deliver to the Agent (to the
     extent not already delivered under this Agreement):

     (A)  all information provided to any shareholder in the Parent in its
          capacity as such;

     (B)  all information provided to any holder of the Bonds in its capacity as
          such;

     (C)  a certified copy of any agreement amending the NTL Site Sharing
          Agreement to accommodate the DTT transmission network.

     (D)  any press releases made by or on behalf of the Borrower or the Parent;
          and

     (E)  a quarterly update to the Year 2000 Programme Report from the date of
          this Agreement to 31st March, 2000 and, in any event, a copy of all
          updates and amendments that are issued to the Year 2000 Programme
          Report.

18.6 CHANGE OF ACCOUNTING TREATMENT

     (A)  This sub-clause applies if there is a change in the manner in which
          the financial statements of a Company or of the Group are prepared or
          in the accounting principles or standards applied in the preparation
          of those accounts.

     (B)  If this sub-clause applies or will apply the Borrower agrees to notify
          the Agent. The Borrower and the Agent will then negotiate in good
          faith with a view to making any necessary changes to this Agreement to
          reflect the change described in paragraph (A). Neither party is bound
          to continue the negotiations after the date 30 days after the Agent
          receives the Borrower's notice.

     (C)  If this sub-clause applies, and agreement is not reached under
          paragraph (B) above, the Borrower agrees to deliver, with each set of
          financial statements delivered to the Agent, a reconciliation (audited
          in the case of audited financial statements). This reconciliation will
          show the amounts utilised for the purposes of computations required
          for the purposes of this Agreement as they would have been if no
          change had occurred. The amounts in this reconciliation will then be
          used for computations required for the purposes of this Agreement
          instead of the corresponding amounts in the financial statements
          delivered under Clause 18.1.

19.  FINANCIAL COVENANTS

19.1 DEFINITIONS

     (A)  In this Agreement:
<PAGE>

          "BORROWER'S RESTRICTED GROUP" means:

          (i)   if the Borrower has no Restricted Subsidiaries, the Borrower;
                and

          (ii)  if the Borrower has Restricted Subsidiaries, the Borrower and
                its Restricted Subsidiaries taken as a whole.

          "CASH FLOW" for a period means the aggregate of EBITDA for that
          period:

          (i)   minus any capital expenditure;

          (ii)  minus advance corporation tax, mainstream corporation tax and
                withholding tax and their equivalent in any relevant
                jurisdiction actually paid or falling due for payment during
                that period (but excluding any amount paid in that period which
                was included in the Cash Flow computation for a previous period
                because it fell due in that previous period);

          (iii) plus the amount of any tax rebate or credit in respect of any
                advance corporation tax, mainstream corporation tax or
                withholding tax and their equivalent in any relevant
                jurisdiction actually received in cash by any member of the
                Borrower's Restricted Group during the period;

          (iv)  plus Net Disposal Proceeds (but excluding for this purpose the
                non-cash consideration adjustment referred to in the last
                sentence of the definition of "Net Disposal Proceeds");

          (v)   plus the amount paid up or credited as paid during the period
                (including share premium) on issued share capital of the
                Borrower;

          (vi)  plus non-cash stock and share option charges;

          (vii) plus or minus any decrease or increase in working capital
                during the period.

          "DEBT COVERAGE" for a period means the ratio of Financial Indebtedness
          at the end of that period to EBITDA for that period.  For this purpose
          any amounts outstanding drawn to finance the Borrower's working
          capital requirements (up to an aggregate maximum of (Pounds)10,000,000
          or its Equivalent Amount (if drawn in an Optional Currency)) will, to
          the extent otherwise included, be deducted from Financial
          Indebtedness.

          "EBITDA" for any period means the profit of the Borrower's Restricted
          Group for that period:

          (i)   before taking into account all Extraordinary Items (whether
                positive or negative) but after taking into account all
                Exceptional Items (whether positive or negative);

          (ii)  before deducting tax, including advance corporation tax,
                mainstream corporation tax and their equivalents in any relevant
                jurisdiction;

          (iii) before deducting amortisation of any goodwill and any costs
                incurred in relation to acquisitions (to the extent that these
                are expensed);

          (iv)  before taking into account Net Cash Interest accrued during that
                period, whether or not paid, deferred or capitalised (before
                taking into account financing costs in relation to Financial
                Reporting Standard 4 (Capital Instruments))during that period;
<PAGE>

          (v)   before taking into account amortisation of financing costs
                calculated in accordance with Financial Reporting Standard 4
                (Capital Instruments) during that period;

          (vi)  after deducting any gain, and adding back any loss, relative to
                book value arising on the sale, lease or other disposal of any
                asset during that period and after deducting any gain, and
                adding back any loss, arising on revaluation of any asset during
                that period, in each case to the extent that it would otherwise
                be taken into account;

          (vii)  before deducting depreciation;

          (viii)  before deducting non-cash stock and share option charges.

          "EXCEPTIONAL ITEMS" has the meaning given to it in FRS 3 issued by the
          Accounting Standards Board, but excluding any Extraordinary Items.

          "EXTRAORDINARY ITEMS" has the meaning given to it in FRS 3 issued by
          the Accounting Standards Board, and includes those items listed in
          paragraph 20 thereof.

          "FINANCIAL INDEBTEDNESS" on any date means the amount of Indebtedness
          for Borrowed Money of the Borrower's Restricted Group on that date.
          For this purpose:

          (i)   any amounts under paragraph (E) of the definition of
                "Indebtedness for Borrowed Money" in Clause 1.1 will be
                excluded;

          (ii)  only the principal element of obligations (accounted for as such
                in accordance with Generally Accepted Accounting Principles) in
                respect of any finance lease to which a member of the Borrower's
                Restricted Group is a party as lessee will be taken into account
                under paragraph (F) of that definition;

          (iii) no amount of Interest will be included; and

          (iv)  no amount outstanding under the Subordinated Loan Agreement will
                be included.

          "FIXED CHARGE COVERAGE RATIO" for a period means the ratio of Cash
          Flow for that period to Fixed Charges for that period.

          "FIXED CHARGES" for a period means the aggregate of Total Interest
          Payable for that period:

          (i)   plus the amount of any commitment fees and of all other fees
                payable under this Agreement during such period;

          (ii)  plus, after the Conversion Date, the amount of any repayment
                instalment under Facility A which fell due during that period or
                which would have fallen due during that period had there not
                been a prepayment made pursuant to Clause 10.1;

          (iii) plus all amounts outstanding under the Overdraft Facilities at
                the end of that period;

          (iv)  plus all scheduled principal repayments of finance lease
                obligations which fell due for payment during that period;
<PAGE>

          (v)   plus all obligations in respect of principal and fees (other
                than upfront or other non-recurring fees) under any agreement
                falling within paragraph (A) of the definition of Indebtedness
                for Borrowed Money falling due during such period (to the extent
                not otherwise taken into account) but excluding (for the
                avoidance of doubt) obligations in respect of such Indebtedness
                for Borrowed Money falling within paragraph (F) of such
                definition;

          (vi) plus all Extraordinary Items (whether positive or negative)
               falling due during such period.

          "INTEREST" means interest and amounts in the nature of interest.

          "NET CASH INTEREST" for any period means the Interest due and payable
          during that period as an obligation of any member of the Borrower's
          Restricted Group (whether or not paid or capitalised during or
          deferred (but to the extent that deferred Interest is included in Net
          Cash Interest in such period, any such deferred Interest shall not be
          included in the calculation of Net Cash Interest in the following
          period) for payment after such period), but adjusted to take account
          of:

          (i)   any amount (other than, in the case of currency hedging
                agreements or instruments, the original principal amount)
                receivable or payable during that period by any member of the
                Borrower's Restricted Group (after deducting all taxes
                applicable to that amount receivable) under interest rate or
                currency hedging agreements or instruments; and

          (ii)  any amount constituting Interest receivable during that period
                by any member of the Borrower's Restricted Group (after
                deducting all taxes applicable thereto) in respect of any
                investment, deposit or loan,

          in either case under which all parties are in compliance with their
          material obligations.

          "TOTAL INTEREST PAYABLE" for any period means the Interest due and
          payable during that period as an obligation of any member of the
          Borrower's Restricted Group (whether or not paid or capitalised during
          or deferred (but to the extent that deferred Interest is included in
          Total Interest Payable in such period, any such deferred Interest
          shall not be included in the calculation of Total Interest Payable in
          the following period) for payment after such period), adjusted to take
          account of any amount (other than, in the case of currency hedging
          agreements or instruments, the original principal amount) receivable
          or payable during that period by any member of the Borrower's
          Restricted Group (after deducting all taxes applicable to that amount
          receivable) under interest rate and/or currency hedging agreements or
          instruments under which all parties are in compliance with their
          material obligations.

     (B)  (i)   All the terms defined in paragraph (A) are to be determined in
                accordance with the Generally Accepted Accounting Principles and
                are to be computed from:

                (a) the financial statements of the Borrower (if the Borrower
                    has no Restricted Subsidiaries); or

                (b) the consolidated financial statements of the Borrower and
                    its Restricted Subsidiaries (if the Borrower has Restricted
                    Subsidiaries),

               in each case, delivered pursuant to Clause 18.1.
<PAGE>

          (ii)  For the purposes of Clause 19.1 no item shall be deducted or
                credited more than once in any calculation.

19.2 FINANCIAL COVENANTS

     The Borrower agrees to ensure that the following financial covenants are
     complied with:

     (A)  The ratio of EBITDA to Total Interest Payable, computed on the basis
          of the annualised EBITDA and annualised Total Interest Payable (in
          each case calculated by multiplying by two the figure which is the
          aggregate of EBITDA or, as the case may be, Total Interest Payable for
          the last two Quarters) as at the end of each Quarter, is not to be
          less than:

          Quarter ending                             Required Ratio
          --------------                             --------------
          30th September, 1999                       2.50:1
          31st December, 1999                        2.50:1
          31st March, 2000                           2.75:1
          30th June, 2000                            3.00:1
          30th September, 2000                       3.00:1
          31st December, 2000                        3.00:1
          31st March, 2001                           3.00:1
          30th June, 2001                            3.00:1
          30th September, 2001                       3.00:1
          31st December, 2001                        3.00:1
          31st March, 2002                           3.00:1
          30th June, 2002                            3.00:1
          Thereafter                                 3.50:1

     (B)  Debt Coverage computed on the basis of the annualised EBITDA
          (calculated by multiplying by two the figure which is the aggregate of
          EBITDA for the last two Quarters) and tested each Quarter (using the
          amount of Financial Indebtedness on that last day of that Quarter), is
          not to be more than:

          Quarter ending                             Required Ratio
          --------------                             --------------
          30th September, 1999                       5.25:1
          31st December, 1999                        5.25:1
          31st March, 2000                           5.25:1
          30th June, 2000                            4.75:1
          30th September, 2000                       4.50:1
          31st December, 2000                        4.50:1
          31st March, 2001                           4.00:1
          30th June, 2001                            3.75:1
          30th September, 2001                       3.75:1
          31st December, 2001                        3.75:1
          31st March, 2002                           3.50:1
          30th June, 2002                            3.50:1
          30th September, 2002                       3.50:1
          31st December, 2002                        3.50:1
          Thereafter                                 3.00:1

     (C)  The Fixed Charge Coverage Ratio, computed on the basis of the
          annualised Cash Flow and the annualised Fixed Charges (in each case
          calculated by multiplying by two the figure which is the aggregate of
          Cash Flow or, as the case may be, Fixed Charges for the last two
          Quarters) and tested each Quarter, is not
<PAGE>

          to be less than 1.75: 1. The Fixed Charge Coverage Ratio will first be
          tested in the Quarter ending 30th June, 2002 and subsequently will be
          tested in each succeeding Quarter.

20.  GENERAL COVENANTS

20.1 COVENANTS

     Each Company agrees that, unless otherwise agreed by the Agent (acting on
     the instructions of an Instructing Group):

     (A)  RANKING OF OBLIGATIONS: It will ensure that its obligations under this
          Agreement are at all times secured by the Charges to which it is a
          party.

     (B)  COMPLIANCE: It will exercise its rights and perform its obligations
          under the Financing Documents without contravention of applicable
          laws. If approvals are required to do this it will obtain and maintain
          them and will comply with their terms. It will also make any necessary
          filings in respect of the Financing Documents unless these are
          required to be, or are, made by another person.

     (C)  NEGATIVE PLEDGE: It will not create or allow to exist (and will
          procure that no Restricted Subsidiary creates or allows to exist) any
          Security over any of its assets. This prohibition does not, however,
          apply to the following:

          (i)   Security created by the Charges.

          (ii)  Liens or rights of set-off arising in the ordinary course of
                trading or by operation of law.

          (iii) Title retention or hire purchase arrangements in respect of
                goods. These arrangements must arise in the ordinary course of
                trading and on customary terms.

          The exceptions in sub-paragraphs (ii) and (iii) do not permit any
          Security to be created over the Borrower's rights under any of the
          Transmission Agreements.  This paragraph applies to the Parent to the
          extent only that it relates to the shares which the Parent holds in
          the Borrower.

(D)  DISPOSAL OF ASSETS:  It will not (and will procure that each Restricted
     Subsidiary will not) dispose of any of its assets.  This does not apply to
     disposals:
(i)  on an arm's length basis;
(ii) of obsolete or unused assets or as waste; or

(iii)  between the Borrower and any Restricted Subsidiary (which is a wholly-
owned member of the Borrower's Restricted Group) or between Restricted
Subsidiaries (each of which is a wholly-owned member of the Borrower's
Restricted Group).

          No disposal of any of the Borrower's rights under any of the
          Transmission Agreements may be made by virtue of any of sub-paragraphs
          (i), (ii) or (iii).  In addition, a disposal is only permitted under
          sub-paragraphs (i), (ii) or (iii) if the Borrower will be able to
          carry on the Analogue Transmission Business or the DTT Transmission
          Business substantially as before.  For this purpose the Agent
<PAGE>

          is entitled to rely on a certificate from the Borrower (signed by a
          Certifying Financial Officer) to this effect.

          For the purposes of this paragraph, the grant of a lease or licence
          (other than a lease or licence given as part of a site sharing
          arrangement in the ordinary course of business) is treated as a
          disposal.  Any disposal which would otherwise be permitted under sub-
          paragraph (iii) above is not permitted to the extent that each of the
          following applies:

          (a) the Net Disposal Proceeds of any disposal of that asset by the
              acquiror would not, by reason of applicable law, be capable of
              being made available to the Borrower for the purposes of making a
              Disposal Prepayment which would otherwise be payable under Clause
              10.2 as a result of that disposal by the acquiror; and

          (b) at the time of the original disposal to the acquiror any member of
              the Borrower's Restricted Group was aware or should have been
              aware that the Net Disposal Proceeds would not be available to the
              Borrower for the purpose of making that Disposal Prepayment.

          This paragraph does not apply to the Parent, who (subject to Clause
          20.1(AA) and Clause 20.1(BB)) may dispose of its assets as it sees
          fit.

     (E)  COMPLIANCE WITH LAWS: It will (and will procure that each Restricted
          Subsidiary will) comply with all applicable laws and regulations, and
          the terms of all permits, authorisations and licences. This paragraph
          includes, amongst other things, compliance with environmental laws,
          regulations, permits, authorisations and licences. If there is a
          breach of such a permit, authorisation or licence, but that breach is
          capable of remedy and the permit, authorisation or licence has not
          been terminated or revoked, there will not be a breach of this
          paragraph. This paragraph does not apply to the Parent.

     (F)  INSURANCE: It will (and will procure that each Restricted Subsidiary
          will) maintain insurance relating to its assets and activities against
          those risks and at those levels which are consistent with the
          insurance maintained by similar businesses. It also agrees to provide
          to the Agent evidence of all insurance arranged. This paragraph does
          not apply to the Parent.

     (G)  MAINTENANCE OF REPRESENTATIONS: It will take all steps necessary to
          ensure that those representations in Clause 17.1 which are deemed to
          be repeated by reason of clause 17.2 remain true and correct when so
          deemed to be repeated.

     (H)  AGREEMENTS WITH RELATED PARTIES: It will ensure that all agreements
          between it and any member of the Equity Consortium or any other
          shareholder of the Parent or any member of the Group are on an arm's
          length basis on commercial terms (other than agreements with the
          Borrower or wholly-owned Restricted Subsidiaries of the Borrower which
          have become Guarantors in accordance with Clause 20.1(R)). This
          paragraph does not apply to the Parent.

     (I)  ENFORCEMENT OF MATERIAL CONTRACTS: It will (and will procure that each
          Restricted Subsidiary will) ensure that all material rights under all
          Material Contracts are enforced in accordance with their terms. This
          paragraph does not apply to the Parent.
<PAGE>

     (J)  PERFORMANCE OF MATERIAL CONTRACTS: It will (and will procure that each
          Restricted Subsidiary will) perform its obligations under Material
          Contracts (including under any licences, roll-out or transmission
          system modification requirements or other performance covenants set
          out in any of them) in all material respects in accordance with their
          terms. Defaults:

          (i)    under any Transmission Agreement giving rise to charges of
                 service credits under that Transmission Agreement of less than
                 (Pounds)500,000 in any financial year; or

          (ii)   under more than one Transmission Agreement giving rise to
                 service credits of less than (Pounds)1,500,000 in aggregate in
                 any financial year, and defaults under any licence which would
                 not be in breach of Clause 20.1(E) are to be treated as not
                 material. This paragraph does not apply to the Parent.

     (K)  BORROWINGS: It will not (and it will procure that each Restricted
          Subsidiary will not) have any Indebtedness for Borrowed Money, or
          issue any guarantees, indemnities or other similar assurances (each
          being for the purposes of this paragraph a "GUARANTEE"), except (at
          any time):

          (i)    amounts due under: (a) this Agreement; (b) the Overdraft
                 Facilities (as long as the amount outstanding does not exceed
                 (Pounds)5,000,000); and (c) the Hedging Contracts;

          (ii)   amounts due under finance leases where the aggregate principal
                 elements of obligations in respect of those leases does not
                 exceed (Pounds)3,500,000 in aggregate;

          (iii)  guarantees of the Borrower's obligations under this Agreement;

          (iv)   amounts borrowed by the Borrower or a Restricted Subsidiary
                 (which is a wholly-owned member of the Borrower's Restricted
                 Group) from a Restricted Subsidiary (which is a wholly-owned
                 member of the Borrower's Restricted Group) or from the
                 Borrower;

          (v)    guarantees by the Borrower or a Restricted Subsidiary (which is
                 a wholly-owned member of the Borrower's Restricted Group) of
                 obligations (which are not prohibited by the terms of the
                 Financing Documents) of a Restricted Subsidiary (which is a
                 wholly-owned member of the Borrower's Restricted Group) or the
                 Borrower;

          (vi)   amounts due in respect of finance provided by suppliers of
                 goods and services in the ordinary course of business and not
                 exceeding (Pounds)1,000,000 in aggregate;

          (vii)  amounts due from the Borrower to the Parent under the
                 Subordinated Loan Agreement;

          (viii) amounts due from the Borrower to CT Finance under the Inter-
                 Company Loan Agreement;

          (ix)   guarantees of CT Finance's obligations under the Bonds. This
                 applies to guarantees relating to the first issue of bonds
                 under the Bonds. It does not apply to guarantees relating to
                 any issue of further or other bonds;

          (x)    guarantees of amounts not exceeding (Pounds)500,000 in
                 aggregate;
<PAGE>

          (xi)   Indebtedness for Borrowed Money incurred by, provided by or
                 otherwise made available by the Borrower's Restricted Group in
                 relation to Unrestricted Entities so long as the aggregate
                 amount of Indebtedness for Borrowed Money incurred by, provided
                 by or otherwise made by the Borrower's Restricted Group and
                 outstanding at such time in relation to Unrestricted Entities
                 does not exceed the Unrestricted Entities Investment Limit when
                 aggregated with any other Investment Amounts which have been
                 previously incurred by, provided by or otherwise made available
                 by members of the Borrower's Restricted Group after the
                 Amendment Date in relation to Unrestricted Entities and which
                 (in the case of Indebtedness for Borrowed Money) are
                 outstanding at such time; and

          (xii)  other borrowings not exceeding (Pounds)5,000,000 in aggregate.
                 This paragraph does not apply to the Parent, who may have
                 Indebtedness for Borrowed Money, or issue guarantees, as it
                 sees fit.

     (L)  ACQUISITIONS AND JOINT VENTURES:

          (i)    It will not (and will procure that any Restricted Subsidiary
                 will not):

                 (a) acquire any business; or

                 (b) make any investment in any company; or

                 (c) enter into any joint venture or any joint venture agreement
                     or arrangement where, in any case, it has any obligation to
                     lend to, guarantee, transfer assets to or otherwise fund or
                     incur any liability in respect of this joint venture or to
                     acquire any shares in or assets of this joint venture,

               (each a "FURTHER ACQUISITION") unless each of the conditions set
               out in sub-paragraphs (ii), (iii), (iv) and (v) are satisfied.

          (ii)   The Further Acquisition must involve a business related to that
                 of the Borrower.

          (iii)  The consideration for the Further Acquisition:

                 (a) when aggregated with all other Investment Amounts incurred
                     by, provided by or otherwise made by members of the
                     Borrower's Restricted Group in that financial year, must
                     not exceed the Total Annual Investment Limit; and

                 (b) when aggregated with all other Investment Amounts incurred
                     by, provided by, or otherwise made available by members of
                     the Borrower's Restricted Group in relation to Unrestricted
                     Entities in the current or any previous financial years
                     (but after the Amendment Date) and which (in the case of
                     Indebtedness for Borrowed Money) are outstanding at such
                     time, must not exceed the Unrestricted Entities Investment
                     Limit.

          (iv)   The Agent must have been provided with any information
                 (financial or otherwise) in relation to the Further Acquisition
                 as it may reasonably request.

          (v)    The Certifying Financial Officer must confirm in writing to the
                 Agent that, to the best of his knowledge having made all
                 reasonable enquiries and
<PAGE>

                 without personal liability, the Further Acquisition will not
                 result in it failing to comply with any of its obligations
                 under Clause 19.2 at all times during the next four full
                 Quarters following the date on which the Further Acquisition
                 takes place.

          (vi)   In addition, this paragraph (L) will not apply:

                 (a) after the date on which the annualised Debt Coverage is
                     first established to be not more than 3:1 for two
                     successive Quarters; and

                 (b) for so long as the annualised Debt Coverage remains at no
                     more than 3:1. Annualised Debt Coverage will be calculated
                     as set out in Clause 8.8.

          This paragraph does not apply to the Parent, who may acquire
          businesses or make investments in companies as it sees fit.

     (M)  INVESTMENTS: It will not (and will procure that each Restricted
          Subsidiary will not) invest any surplus cash other than in cash
          deposits with UK clearing banks or in cash equivalent investments. For
          the purpose of this paragraph "CASH EQUIVALENT INVESTMENTS" means
          investments in:

          (i)    marketable obligations of or guaranteed by any of the United
                 Kingdom, the Republic of France or the United States of America
                 or issued by an agency of any of them and backed by any of the
                 same;

          (ii)   certificates of deposit, notes and acceptances issued by banks
                 which are authorised institutions under the Banking Act 1987 or
                 which are European authorised institutions under the Banking
                 Coordination (Second Council Directive) Regulations 1992 and
                 which are entitled to accept deposits in the United Kingdom or
                 by building societies under the Building Societies Act 1986, so
                 long as such bank or building society's long term senior debt
                 immediately prior to the making of such an investment is rated
                 not less than A- by Standard & Poor's Corporation or not less
                 than A3 by Moody's Investors Services Inc., or (where a bank or
                 building society is rated by both Standard & Poor's Corporation
                 and by Moody's Investors Services Inc.) is rated not less than
                 A- by Standard & Poor's Corporation and not less than A3 by
                 Moody's Investors Services Inc.;

          (iii)  commercial paper with not more than 187 days to maturity
                 provided that immediately prior to the making of such an
                 investment the issuer (or guarantor) of the commercial paper is
                 rated for short term obligations not less than A1 by Standard &
                 Poor's Corporation or not less than P1 by Moody's Investors
                 Services, Inc., or (where a bank or building society is rated
                 by both Standard & Poor's Corporation and by Moody's Investors
                 Services Inc.) is rated not less than A1 by Standard & Poor's
                 Corporation and not less than P1 by Moody's Investors Services
                 Inc.; or

          (iv)   any Indebtedness for Borrowed Money issued by persons with a
                 rating of A+ or higher by Standard & Poor's Corporation or A1
                 or higher by Moody's Investors Services Inc.,

          provided that any investment made pursuant to sub-paragraphs (ii),
          (iii) and (iv) above in or guaranteed by a single bank, building
          society or other body
<PAGE>

          corporate in excess of (Pounds)2,500,000 shall not be permitted. This
          paragraph does not apply to the Parent.

     (N)  LOANS: It will not (and will procure that each Restricted Subsidiary
          will not) provide loans or other credit, other than:

          (i)    normal trade credit;

          (ii)   loans not exceeding (Pounds)500,000 in aggregate;

          (iii)  loans to the Borrower or a Restricted Subsidiary (which is a
                 wholly-owned member of the Borrower's Restricted Group)
                 permitted by Clause 20.1(K); and

          (iv)   loans or other credit which, when aggregated with all other
                 Investment Amounts incurred by, provided by, or otherwise made
                 available by members of the Borrower's Restricted Group and
                 which (in the case of Indebtedness for Borrowed Money) are
                 outstanding at such time, do not exceed either:

                 (a) in respect of Investment Amounts which are incurred by,
                     provided by, or otherwise made available by members of the
                     Borrower's Restricted Group in the current financial year,
                     the Total Annual Investment Limit applicable to this
                     financial year; or

               (b)   in respect of Investment Amounts which are (1) incurred by,
                     provided by, or otherwise made available by members of the
                     Borrower's Restricted Group in the current or any previous
                     financial years (but after the Amendment Date) and (2)
                     relate to loans or other credit made available to
                     Unrestricted Entities, the Unrestricted Entities Investment
                     Limit.

          This paragraph does not apply to the Parent, who may provide loans or
          other credit as it sees fit.

     (O)  TREASURY TRANSACTIONS: It will not (and will procure that each
          Restricted Subsidiary will not) enter into any interest rate swap,
          cap, ceiling, collar or floor or any swap, future or option in
          relation to currency or equity or any commodity contract or option (in
          any of these cases, whether over the counter or exchange traded) or
          any similar treasury transaction, other than:

          (i)    in the case of the Borrower, the Hedging Contracts;

          (ii)   spot foreign exchange contracts entered into in the ordinary
                 course of business (other than for speculative purposes); and

          (iii)  the hedging of actual or projected foreign exchange exposures
                 arising in the ordinary course of its business.

          Where a Company enters into one of the transactions permitted by sub-
          paragraphs (ii) or (iii) it will provide details of that transaction
          to the Agent at the time of delivery of each set of monthly management
          accounts under Clause 18.1(e) to the extent that such details have not
          been previously provided to the Agent.  No details need be provided,
          however, of any transaction involving a notional or actual principal
          amount of less than (Pounds)10,000,000.

          This paragraph does not apply to the Parent, who may enter into
          treasury transactions as it sees fit.
<PAGE>

     The Borrower agrees that, unless otherwise agreed by the Agent (acting on
     the instructions of an Instructing Group):

     (P)  CARRY ON BUSINESS: It will carry on the Analogue Transmission Business
          and the DTT Transmission Business. These businesses will be conducted
          in accordance with applicable law.

     (Q)  INTELLECTUAL PROPERTY: It will maintain all material intellectual
          property rights required for the purpose of the Analogue Transmission
          Business, the DTT Transmission Business or any other material business
          conducted by it in all appropriate jurisdictions.

     (R)  SUBSIDIARIES:

          (i)    It will ensure that each of its Subsidiaries becomes a
                 guarantor of amounts due under this Agreement unless it is
                 designated an Unrestricted Subsidiary in accordance with sub-
                 paragraph (ii) or unless sub-paragraph (v) applies. When a
                 company is required to be a Guarantor for the purposes of this
                 paragraph the Borrower agrees to ensure that:

                 (a) that company duly executes and delivers an Additional
                     Guarantor Agreement substantially in the form set out in
                     Schedule 6 (and for this purpose the Borrower is authorised
                     to execute the Additional Guarantor Agreement on behalf of
                     each Company);

                 (b) that company duly executes a document of a type described
                     in paragraphs (C) or (D) of the definition of "Charges" in
                     Clause 1.1; and

                 (c) there is delivered to the Agent evidence reasonably
                     satisfactory to the Agent that the Additional Guarantor
                     Agreement and the document referred to in sub-paragraph (b)
                     above are valid and binding on that Company and (in the
                     case of the document referred to in sub-paragraph (b)
                     above) creates first ranking security (subject to Security
                     permitted under Clause 20.1(C)(ii) and (iii)). This
                     evidence may include items equivalent to those described in
                     paragraphs 4, 5 and 6 of Schedule 3.

                 Each of the requirements in sub-paragraphs (a), (b) and (c)
                 above must be satisfied within 30 days of a company becoming a
                 Subsidiary of the Borrower. The obligations contained in this
                 paragraph do not apply to:

                 (1)  CT Finance (which shall be deemed to be an Unrestricted
                      Subsidiary with effect from the Amendment Date); or

                 (2)  any Subsidiary of the Borrower whose sole business is to
                      hold and administer pension funds on behalf of the
                      employees of companies in the Group; or

                 (3)  any Subsidiary which is designated an Unrestricted
                      Subsidiary in accordance with sub-paragraph (ii) or in
                      relation to which sub-paragraph (v) applies.

          (ii)   Where a Further Acquisition which is permitted under Clause
                 20.1(L) involves the acquisition of, or subscription for shares
                 in, a company (a
<PAGE>

                 "NEW COMPANY") which owns, or is established for the purpose of
                 owning, the business to be acquired or invested in, the
                 Borrower will:

                 (a) have the right, if the New Company is a Subsidiary (a "NEW
                     SUBSIDIARY"), to designate the New Subsidiary as an
                     "UNRESTRICTED SUBSIDIARY" or to apply to the Agent under
                     sub-paragraph (v); and

                 (b) upon the acquisition of, or subscription for, the shares of
                     the New Company by it or by any Restricted Subsidiary to
                     which sub-paragraph (v) does not apply, grant, or procure
                     the granting of, a first equitable charge in respect of
                     such shares in favour of the Agent but provided that the
                     Lenders' rights under the equitable charge are subject to
                     any pre-emption rights granted by the relevant member of
                     the Borrower's Restricted Group under any joint venture
                     agreement entered into in connection with the acquisition
                     of, or subscription for, shares in the New Company so long
                     as these pre-emption rights provide for the transfer of the
                     shares to which they relate at fair market value. In such
                     circumstances, the Borrower will not be required to ensure
                     the execution and delivery of the documents and evidence
                     referred to in sub-paragraphs (i)(a),(b) and (c).

          (iii)  It will ensure that any Unrestricted Subsidiary does not at any
                 time grant to any third party a fixed or floating charge over
                 any assets or property which it shares with or which is owned
                 or used by or in connection with the business of any member of
                 the Borrower's Restricted Group except with the prior written
                 consent of the Agent.

          (iv)   At any time subsequent to an acquisition of an Unrestricted
                 Subsidiary the Borrower may elect to designate a New Subsidiary
                 as a "RESTRICTED SUBSIDIARY", which designation will take
                 effect upon all the documents and evidence referred to in sub-
                 paragraphs (i)(a), (b) and (c) being delivered to the Agent in
                 a form satisfactory to the Agent.

          (v)    This sub-paragraph (v) applies where:

                 (a)  the Borrower or a Restricted Subsidiary is proposing to
                      acquire, or subscribe for, shares in a company which upon
                      the proposed acquisition or subscription taking place
                      would become a Subsidiary of the Borrower or a Restricted
                      Subsidiary; and

                 (b)  the Borrower demonstrates to the satisfaction of the Agent
                      that it would be impossible or highly impracticable
                      (having regard to the value of any security or guarantees
                      otherwise required to be provided to the Agent) for the
                      proposed Subsidiary to execute and deliver either or both
                      of the documents referred to in Clause 20.1(R)(i)(a) and
                      (b) and/or comply with the requirement set out in Clause
                      20.1(Z).

                 In this event, the Agent will permit the proposed Subsidiary,
                 on becoming a Subsidiary, to be designated a "RESTRICTED
                 SUBSIDIARY" notwithstanding that this proposed Subsidiary will
                 not comply with the requirements set out in Clause
                 20.1(R)(i)(a), (b) and (c) and/or set out in Clause 20.1(Z).

                 The Borrower will provide:
<PAGE>

                 (1) legal opinions (in a form and content satisfactory to the
                     Agent) which explain why satisfying the requirements set
                     out in Clause 20.1(R)(i)(a), (b) and/or (c) and/or Clause
                     20.1(Z) are impossible or highly impracticable.

                 (2) any information (financial or otherwise) in relation to the
                     proposed Subsidiary as the Agent may reasonably request.

                 (3) a certificate of the Certifying Financial Officer
                     confirming that, to the best of his knowledge having made
                     all reasonable enquiries and without personal liability,
                     the investment in the proposed Subsidiary will not result
                     in it failing to comply with any of its obligations under
                     Clause 19.2 at all times during the next four full Quarters
                     following the date on which the proposed investment takes
                     place.

          (vi)   This sub-paragraph (vi) applies where:

                 (a) the Borrower notifies the Agent that it wishes a CCIC
                     Affiliate to be designated a "RESTRICTED SUBSIDIARY"; and

                 (b) the Borrower has ensured that this CCIC Affiliate has
                     provided the Agent with the documents and evidence set out
                     (and as specified in) in Clause 20.1(R)(i)(a), (b) and (c).

                 In this event, the Agent will permit that CCIC Affiliate to be
                 designated a "RESTRICTED SUBSIDIARY" and therefore a member of
                 the Borrower's Restricted Group and to be deemed to be a
                 wholly-owned member of the Borrower's Restricted Group, in each
                 case for the purpose of the Finance Documents.

     (S)  DISTRIBUTION: It will not make any Distribution, and it will not pay
          any amounts in respect of interest or principal under the Subordinated
          Loan Agreement.

     (T)  CHANGE OF BUSINESS: It will not change the nature of its business or,
          taken as a whole, that of its Subsidiaries.

     (U)  ACCOUNTING REFERENCE DATE: It will retain 31st December as its
          accounting reference date and will make no change to the duration of
          any of its financial years.

     (V)  BONDS:  It will procure that:

          (i)    (save for the correction of typographical inconsistencies or
                 manifest errors) the terms and conditions of the Bonds are not
                 amended or waived in any way at the request of CT Finance (or
                 any other member of the Group); and

          (ii)   CT Finance's obligations under the Bonds are not defeased to
                 any other person, and no other person is substituted for or
                 assumes the obligations of CT Finance in respect of the Bonds.

     (W)  CT FINANCE AS SUBSIDIARY:  It will ensure that CT Finance remains its
          wholly-owned Subsidiary.

     (X)  INTER-COMPANY LOAN AGREEMENT:  It will procure that:
<PAGE>

          (i)    the terms of Inter-Company Loan Agreement are not amended or
                 waived in any way;

          (ii)   (save, in the case of the Borrower, for the Charges) neither
                 party to the Inter-Company Loan Agreement assigns its rights or
                 novates its rights and obligations under the Inter-Company Loan
                 Agreement; and

          (iii)  no payment is made under the Inter-Company Loan Agreement which
                 is greater, or is made earlier, than is required to be made
                 under the terms of the Inter-Company Loan Agreement.

     (Y)  ABANDONMENT OF DTT: It will not abandon all or any material part of
          its DTT transmission network.

     (Z)  FULLY PAID SHARES: It will ensure that all shares directly owned by
          it, or by any member of the Borrower's Restricted Group (other than a
          member to which Clause 20.1(R)(v) applies) are charged to the Agent
          and that all those shares are fully paid, have no liability attaching
          to the holder and, as against the Agent upon enforcement of the
          Charges, are free from any restriction on transfer and any rights of
          pre-emption (except as provided in Clause 20.1(R)(ii)(b)). It will
          also ensure that the share certificates for all those shares are
          delivered to the Agent as soon as reasonably practicable after the
          relevant company obtains possession of those share certificates in its
          name or in the name of its nominee.

     The Parent agrees that, unless otherwise agreed by the Agent (acting on the
     instructions of an Instructing Group):

     (AA) BORROWER AS A SUBSIDIARY: It will ensure that the Borrower remains its
          wholly-owned Subsidiary.

     Each of the Borrower and the Parent agrees that, unless otherwise agreed by
     the Agent (acting on the instructions of an Instructing Group):

     (BB) SUBORDINATED LOAN AGREEMENT: It will not amend or waive any term of
          the Subordinated Loan Agreement. This paragraph does not, however,
          prohibit an increase in the principal amount available to the Borrower
          under the Subordinated Loan Agreement.

     The Borrower agrees that, unless otherwise agreed by the Agent (acting on
     the instructions of an Instructing Group):

     (CC) HEDGING POLICY: It will use its best efforts to hedge its interest
          rate exposure in accordance with the Hedging Policy and the following
          requirements:

          (i)    Each Hedging Contract will comply with the requirements of
                 Schedule 11.

          (ii)   Security may be granted to a Hedging Bank only on an equal
                 basis with the Lenders. This may only be achieved by the
                 counterparty to the Hedging Contract executing and delivering a
                 Hedging Bank Agreement with the Agent substantially in the form
                 of Schedule 10.

          (iii)  It will use its best efforts to ensure that all Hedging
                 Contracts required by the Hedging Policy are effective by the
                 date 90 days after the Amendment Date.
<PAGE>

          (iv)   The counterparties in all Hedging Contracts must at all times
                 be Lenders or their affiliates.

          (v)    The aggregate notional principal amount under all the Hedging
                 Contracts will not exceed the Facility A Commitments (provided
                 that, to the extent that the notional principal amount exceeds
                 the Facility A Loan, the Borrower will supply the Agent with
                 details of proposed Facility A Advances to be made by it in
                 respect of this amount).

          (vi)   The Borrower will notify the Agent before executing any Hedging
                 Contract and before agreeing any transaction under a Hedging
                 Contract. This notification will include details of the
                 commercial terms of the Hedging Contract. In the notification
                 the Borrower will confirm that the proposed Hedging Contract or
                 transaction will not infringe the requirements of this
                 paragraph.

     (DD) JOINT VENTURES: It will not (and will procure that none of its
          Restricted Subsidiaries will) enter into or acquire any interest in
          any company, partnership or other unincorporated person for the
          purpose of implementing any joint venture other than by:

          (i)    the acquisition of stocks, shares or securities in a limited
                 liability company; or

          (ii)   through a limited liability company established for the purpose
                 of implementing the relevant joint venture.

     (EE) SHAREHOLDER SUPPORT: In the event that TeleDiffusion de France
          International S.A. does not complete the exchange of its shareholding
          in the Parent for a shareholding in CCIC (the "TDF ROLL-UP") on or
          before 16th July, 1999, it will procure that TeleDiffusion de France
          International S.A. gives a support letter substantially in the form of
          that delivered by CCIC in order to satisfy the requirement set out in
          paragraph 14 of Schedule 3.

     (FF) RESTRICTIVE COVENANT INDEMNITY INSURANCE: Unless copies of the
          documents identified in the Certificate of Title (provided to the
          Agent by the solicitors for the Borrower) as missing are provided to
          the solicitors for the Agent by no later than 25th June, 1999 the
          Borrower will use its best efforts to put in place by no later than
          9th July, 1999 (at its own cost) restrictive covenant indemnity
          insurance acceptable to the Agent (acting reasonably) in respect of
          each of the following properties as the same are more particularly
          described in Part 2 of Schedule 1 to the Debenture, namely:

          (i)    Bolehill;

          (ii)   Cheadle Heath; and

          (iii)  Droitwich;

          and ensure that a note of the Lenders' interest is noted thereon.

     (GG) POSTWICK: It will use its best efforts to put in place by no later
          than 9th July, 1999 (at its own cost) restrictive covenant indemnity
          insurance acceptable to the Agent (acting reasonably) in respect of
          the property at Postwick as the same is more particularly described in
          Part 2 of Schedule 1 to the Debenture and ensure that a note of the
          Lenders' interest is noted therein.
<PAGE>

     (HH) SUPPLEMENTAL CERTIFICATE OF TITLE: It will use its best efforts to
          provide the solicitors for the Agent by no later than 25th June, 1999
          with a supplemental certificate of title in the agreed form in respect
          of the property at Swansea as the same is more particularly described
          in Part 2 of Schedule 1 of the Debenture which will comprise a report
          on the lease dated 10th February, 1992 made between The Secretary of
          State for Wales (1) and the British Broadcasting Corporation (2).

20.2 DURATION OF COVENANTS

     The obligations under this Clause and Clauses 18 and 19 will cease to have
     effect when the Facilities have ceased to be available and there are no
     amounts outstanding under any of the Facilities.

21.  TERMINATION EVENTS

21.1 TERMINATION EVENTS

     Each of the following is a Termination Event:

     (A)  NON-PAYMENT: A Company fails to pay an amount due under a Financing
          Document or a Hedging Contract unless the reason for the failure is
          technical or administrative. In that case there will be a Termination
          Event only if that amount is not paid by that or any other Company
          within 3 Business Days of the due date.

     (B)  OTHER DEFAULTS: A Company fails to perform any of its other
          obligations under a Financing Document or a Hedging Contract. There
          will not, however, be a Termination Event under this paragraph if the
          failure is capable of remedy and is cured within 14 days of the
          Borrower becoming aware of the failure.

     (C)  UNTRUE REPRESENTATIONS: Any statement made, or deemed repeated, in a
          Financing Document or a Hedging Contract or in any document delivered
          by a Company under a Financing Document or a Hedging Contract is
          untrue or misleading when that statement is made.

     (D)  CROSS DEFAULT:  Any Indebtedness for Borrowed Money of a member of the
          Borrower's Restricted Group other than under a Financing Document or a
          Hedging Contract:

          (i)    is not paid or repaid when due for payment or repayment or
                 within any applicable grace period; or

          (ii)   is, or becomes capable of being, declared due and payable
                 before its stated date of payment in accordance with its terms
                 and by reason of an event of default (however described).

          There will not be a Termination Event under this paragraph unless the
          aggregate amount of the Indebtedness for Borrowed Money to which (i)
          or (ii) applies exceeds (Pounds)500,000.

     (E)  INSOLVENCY AND REORGANISATION: Any procedure is commenced with a view
          to the winding-up or re-organisation of a member of the Borrower's
          Restricted Group or with a view to the appointment of an
          administrator, receiver or trustee in bankruptcy in relation to a
          member of the Borrower's Restricted Group or any of its assets. This
          procedure may be a court procedure or any other step which under
          applicable law is a possible means of achieving any of those results.
          It
<PAGE>

          will not be a Termination Event, however, if any procedure is
          commenced with a view to the insolvent winding-up of a member of the
          Borrower's Restricted Group and this procedure is contested in good
          faith and dismissed within 28 days of its commencement.

     (F)  ENFORCEMENT OF SECURITY: The holder of any Security over any of a
          member of the Borrower's Restricted Group's assets commences the
          enforcement of that Security in accordance with its terms. This will
          not be a Termination Event if the aggregate amount secured by the
          Security is (Pounds)100,000 or less.

     (G)  ATTACHMENT OR DISTRESS: Any assets of a member of the Borrower's
          Restricted Group are subject to attachment, sequestration, execution
          or any similar process in respect of Indebtedness for Borrowed Money
          of more than (Pounds)100,000.

     (H)  INABILITY TO PAY DEBTS:  A member of the Borrower's Restricted Group:

          (i)    is unable to pay its debts as they fall due within the meaning
                 of section 123(1) of the Insolvency Act 1986 unless, in the
                 case of section 123(1)(a) only, a statutory notice has been
                 withdrawn, stayed or dismissed within 21 days;

          (ii)   admits its inability to pay its debts as and when they fall due
                 or seeks a composition or arrangement with its creditors or any
                 class of them; or

          (iii)  suspends payments of its debts as they fall due,

          or the value of the assets of a member of the Borrower's Restricted
          Group is less than the amount of its liabilities, taking into account
          its contingent and prospective liabilities at their valued amounts,
          calculated in accordance with Generally Accepted Accounting
          Principles.

     (I)  INSOLVENCY EQUIVALENCE: Anything analogous to any of the events
          described in paragraphs (E) to (H) (inclusive) occurs in any relevant
          jurisdiction.

     (J)  UNLAWFULNESS OR REPUDIATION: It is unlawful for a Company to comply
          with, or it repudiates, its material obligations under a Financing
          Document.

     (K)  CESSATION OF BUSINESS: The Borrower ceases or threatens to cease to
          carry on a material part of the Analogue Transmission Business, the
          DTT Transmission Business or any other material part of its business,
          or any member of the Borrower's Restricted Group ceases or threatens
          to cease to carry on any other material business operated by the
          Borrower's Group (taken as a whole). This paragraph does not apply in
          respect of disposals which are permitted under Clause 20.1(D).

     (L)  CHANGE OF CONTROL - ANALOGUE TRANSMISSION AGREEMENT: Any event or
          circumstance described in Clause 13.5.1 of the Analogue Transmission
          Agreement occurs and subsists as a result of which the BBC is entitled
          to terminate the Analogue Transmission Agreement (whether or not it
          exercises its rights to terminate) by virtue of Clause 13.5.1 of the
          Analogue Transmission Agreement. For the purposes of this paragraph
          (save where sub-paragraph (iii) applies) any amendment made to the
          Analogue Transmission Agreement or the Commitment Agreement (as
          defined in the Share Sale Agreement), and any waiver or consent
          granted by the BBC, will be disregarded. However, there will not be a
          Termination Event under this paragraph in any of the following cases:
<PAGE>

          (i)    If all the Lenders have given their prior written consent.

          (ii)   If the event or circumstance is a flotation of shares as
                 described in Clause 10.4(B).

          (iii)  If:

                 (a) the BBC is not entitled to terminate the Analogue
                     Transmission Agreement by virtue of that event or
                     circumstance because the Analogue Transmission Agreement or
                     the Commitment Agreement (as defined in the Share Sale
                     Agreement) has been amended or the BBC has granted a waiver
                     or consent; and

                 (b) the Agent (acting on the instructions of an Instructing
                     Group) has given its prior written consent provided that
                     such prior written consent will not be required if the TdF
                     Roll-up is completed on or before 16th July, 1999.

     (M)  CHANGE OF CONTROL - BBC DTT TRANSMISSION AGREEMENT: Any event or
          circumstance described in Clause 12.7.1 of the BBC DTT Transmission
          Agreement occurs and subsists as a result of which the BBC is entitled
          to terminate the BBC DTT Transmission Agreement (whether or not it
          exercises its rights to terminate) by virtue of Clause 12.7.1 of the
          BBC DTT Transmission Agreement. For the purposes of this paragraph
          (save where sub-paragraph (iii) applies) any amendment made to the BBC
          DTT Transmission Agreement, and any waiver or consent granted by the
          BBC, will be disregarded. However, there will not be a Termination
          Event under this paragraph in any of the following cases:

          (i)    If all the Lenders have given their prior written consent.

          (ii)   If the event or circumstance is a flotation of shares as
                 described in Clause 10.4(B).

          (iii)  If:

                 (a) the BBC is not entitled to terminate the BBC DTT
                     Transmission Agreement by virtue of that event or
                     circumstance because the BBC DTT Transmission Agreement has
                     been amended or the BBC has granted a waiver or consent;
                     and

                 (b) the Agent (acting on the instructions of an Instructing
                     Group) has given its prior written consent provided that
                     such prior written consent will not be required if the TdF
                     Roll-up is completed on or before 16th July, 1999.

     (N)  MATERIAL ADVERSE CHANGE: Either of the following occurs:

          (i)    There is a change in financial condition of the Borrower or
                 (taken as a whole) the Parent and the Borrower's Group having a
                 material adverse impact on the Borrower's or (taken as a whole)
                 the Guarantors' ability to perform its or their payment
                 obligations under the Financing Documents since the last date
                 as at which each of the covenants in Clause 19.2 were measured.
                 The assessment of whether the change in financial condition is
                 material will be measured against the covenants tested on that
                 date.

          (ii)   An event or circumstance occurs and is continuing affecting the
                 business or operations of the Borrower and (taken as a whole)
                 the
<PAGE>

                 Parent and the Borrower's Group and having a material adverse
                 impact on the Borrower's or (taken as a whole) the Guarantors'
                 ability to perform its or their payment obligations under the
                 Financing Documents. The assessment of whether there has been a
                 material adverse impact will be measured against the business
                 or operations of the Borrower and (taken as a whole) the Parent
                 and the Borrower's Group on the Amendment Date.

     (O)  LITIGATION: A Company is involved in litigation which is reasonably
          likely to have an unfavorable outcome materially adversely affecting
          the Borrower's or (taken as a whole) the Guarantors' ability to
          perform its or their obligations under the Financing Documents or, in
          the case of the Borrower, to perform its material obligations under
          any of the Transmission Agreements.

     (P)  FAILURE OF PURPOSE: The Borrower cannot use the proceeds of the
          Facilities for the purposes described in Clause 2.2.

     (Q)  ILLEGALITY OR TERMINATION OF THE TRANSMISSION AGREEMENTS: Any of the
          Transmission Agreements is terminated or ceases to be in full force
          and effect or it becomes illegal for:

          (i)    the BBC to perform its obligations under the Analogue
                 Transmission Agreement or the BBC DTT Transmission Agreement;
                 or

          (ii)   ONDIGITAL to perform its obligations under the ONDIGITAL DTT
                 Transmission Agreement.

     (R)  DEFAULT BY THE BBC: The BBC is due to pay, but has not paid within
          five Business Days of the due date, amounts under the Analogue
          Transmission Agreement or the BBC DTT Transmission Agreement in either
          case in an aggregate amount exceeding (Pounds)5,000,000 (which figure
          shall be increased each year by applying an indexation factor
          equivalent to that obtained from the indexation provisions set out in
          the relevant agreement which relates to the scheduled monthly payments
          as and when such indexation calculation under the relevant
          transmission agreement takes place). The Agent may rely on a
          certificate of the Borrower as to the prevailing default limit figure
          resulting from such indexation.

     (S)  DEFAULT BY ONDIGITAL: ONDIGITAL is due to pay, but has not paid within
          five Business Days of the due date, amounts under the ONDIGITAL DTT
          Transmission Agreement in an aggregate amount exceeding
          (Pounds)5,000,000 (which figure shall be increased by applying an
          indexation factor equivalent to that obtained from the indexation
          provisions set out in the ONDIGITAL DTT Transmission Agreement as and
          when such indexation calculation under the ONDIGITAL DTT Transmission
          Agreement takes place). The Agent may rely on a certificate of the
          Borrower as to the prevailing default limit figure resulting from such
          indexation.

     (T)  FORCE MAJEURE: Any event or circumstances constituting "Force Majeure"
          (as defined in the relevant Transmission Agreement) occurs under any
          of the Transmission Agreements. This will only be a Termination Event
          if it has a material adverse impact on the ability of the Borrower or
          (taken as a whole) the Guarantors to perform its or their payment
          obligations under the Financing Documents.
<PAGE>

     (U)  BONDS: The Bonds are redeemed or repurchased in whole or in part at
          any time prior to their final maturity for any reason or are declared
          due and payable before their stated date of payment in accordance with
          their terms and by reason of an event of default. This does not apply
          to redemptions or repurchases of part where that part, when aggregated
          with any other such redemptions or repurchases, amounts to not more
          than (Pounds)500,000 in principal amount.

21.2 CONSEQUENCES OF A TERMINATION EVENT

     If a Termination Event occurs and is continuing the Agent may by notice to
     the Borrower:

     (A)  cancel the Facilities; or

     (B)  demand immediate repayment of the Loan,

     or both.  The Agent agrees to deliver a notice under this sub-clause if an
     Instructing Group instructs the Agent to do so.  In the case of
     cancellation the Lenders will be under no further obligation to make an
     Advance.  In the case of a demand for repayment the Borrower agrees to pay
     the Lenders in accordance with the notice.

21.3 INDEMNITY

     If there is a Termination Event the Borrower agrees to reimburse the Agent
     and each Lender for the losses and expenses the Agent or that Lender
     incurs, or will incur, as a result.  Clause 11.7 also applies.

21.4 CURRENCY INDEMNITY

     This sub-clause applies where a payment due by a Company under or in
     connection with a Financing Document is made or is required to be made in a
     currency other than the specified currency.  To the extent that the amount
     received, when converted into the specified currency, is less than the
     amount due the Borrower agrees to reimburse the person entitled to the
     payment for the difference.  For the purposes of the computation of this
     amount that person will apply to the amount received a rate of exchange
     prevailing on the date of receipt.  If, however, that person is unable to
     use the amount received to buy the specified currency on the date of
     receipt, the rate of exchange prevailing on the first date on which that
     person could buy the specified currency will be used instead.  The
     obligation in this sub-clause is a separate and independent obligation.
<PAGE>

                           PART VII : MISCELLANEOUS

22.  THE AGENT AND THE ARRANGERS

22.1 APPOINTMENT

     The Agent is appointed as an agent by each Lender.  The Agent is not acting
     as agent of any Company under this Agreement except for the limited purpose
     of signing Substitution Certificates in accordance with Clause 25.3.

22.2 AUTHORITY

     The Agent is authorised to exercise the rights, powers, discretions and
     duties which are specified by the Financing Documents.  The Agent may also
     act in a manner reasonably incidental to these matters.

22.3 DUTIES

     In addition to the obligations of the Agent set out elsewhere in the
     Financing Documents the Agent agrees as follows:

     (A)  NOTICES: The Agent will as soon as reasonably practicable notify each
          Lender of the contents of each notice received from a Company under
          the terms of a Financing Document. If the notice only affects
          particular Lenders the Agent may elect to notify only those Lenders,
          in which case it will do so as soon as reasonably practicable.

     (B)  OTHER DOCUMENTS: When a Company delivers to the Agent any other
          document required to be delivered under a Financing Document the Agent
          will as soon as reasonably practicable provide a copy to each Lender.
          The Borrower agrees to reimburse the Agent for the costs of preparing
          any copies required for this purpose.

     (C)  TERMINATION EVENTS: The Agent will notify each Lender of any
          Termination Event or Potential Termination Event. This obligation will
          not arise, however, until the Agent receives express notice with
          reasonable supporting evidence of the Termination Event or Potential
          Termination Event. Until this time the Agent is entitled to assume
          that there is no Termination Event or Potential Termination Event. The
          Agent is not required to make inquiries. Information referred to in
          Clause 22.11 does not have to be disclosed under this sub-clause.

     (D)  INFORMATION: The Agent will request the Borrower to deliver to the
          Agent under Clause 18.3 any information reasonably requested by a
          Lender.

22.4 POWERS

     In addition to the powers of the Agent set out elsewhere in the Financing
     Documents the Agent has the following powers:

     (A)  PROFESSIONAL ADVISERS: The Agent may instruct professional advisers to
          provide advice in connection with the Facilities.

     (B)  AUTHORITY FROM INSTRUCTING GROUP: The Agent may take any action which
          is not inconsistent with the Financing Documents and which is
          authorised by an Instructing Group.
<PAGE>

     (C)  VIEWS OF INSTRUCTING GROUP: In exercising any of its rights, powers or
          discretions the Agent may seek the views of an Instructing Group. If
          it exercises those rights, powers or discretions in accordance with
          those views the Agent will incur no liability.

     (D)  PROCEEDINGS: The Agent may institute legal proceedings against a
          Company in the name of those Lenders which authorise it to take those
          proceedings.

     (E)  COMPLIANCE WITH LAW: The Agent may take any action necessary for it to
          comply with applicable laws.

     (F)  HEDGING AND OVERDRAFTS: The Agent may sign any Hedging Bank Agreement
          or Overdraft Bank Agreement and the Subordinated Loan Agreement.

     The Agent is not required to exercise any of these powers and will incur no
     liability if it fails to do so.  In the context of legal proceedings the
     Agent may decline to take any step until it has received indemnities or
     security satisfactory to it.

22.5 RELIANCE

     The Agent is entitled to rely upon each of the following:

     (A)  Advice received from professional advisers.

     (B)  A certificate of fact received from a Company and signed by an
          Authorised Person.

     (C)  Any communication or document believed by the Agent to be genuine. The
          Agent will not be liable for any of the consequences of relying on
          these items.

22.6 EXTENT OF AGENT'S DUTIES

     (A)  NO OTHER DUTIES: The Agent has no obligations or duties other than
          those expressly set out in the Financing Documents, the Hedging Bank
          Agreements and the Overdraft Bank Agreements.

     (B)  ILLEGALITY AND LIABILITY: The Agent is not obliged to do anything
          which is illegal or which may expose it to liability to any person.

     (C)  NOT TRUSTEE: The Agent is not acting as a trustee for any purpose in
          connection with this Agreement, except for its role described in
          Clause 22.13, 22.14 and 22.15, and as described in the Hedging Bank
          Agreements and Overdraft Bank Agreements.

22.7 RESPONSIBILITY OF THE LENDERS

     Each Lender is responsible for its own decision to become involved in the
     Facilities and its decision to take or not take action under the
     Facilities.  It should make its own credit appraisal of each Company and
     the terms of the Facilities.  Neither the Agent nor either of the Arrangers
     makes any representation that any information provided to a Lender before,
     on or after the date of this Agreement is true.  Accordingly each Lender
     should take whatever action it believes is necessary to verify that
     information.  In addition neither the Agent nor either Co-arranger is
     responsible for the legality, validity or adequacy of any Financing
     Document or the efficacy of the Security under the Charges.  Each Lender
     will satisfy itself on these issues.
<PAGE>

22.8 LIMITATION OF LIABILITY

     (A)  AGENT: The Agent will not be liable to the Lenders for any action or
          non-action under or in connection with the Financing Documents unless
          caused by its gross negligence or wilful misconduct.

     (B)  DIRECTORS, EMPLOYEES AND AGENTS: No director, employee or agent of the
          Agent will be liable to a Lender or a Company in relation to the
          Financing Documents. Each Lender and each Company agrees not to seek
          to impose this liability upon them.

22.9 BUSINESS OF THE AGENT

     Despite its role as agent of the Lenders the Agent may:

     (A)  participate as a Lender in the Facilities or as a Hedging Bank or an
          Overdraft Bank,

     (B)  carry on all types of business with any Company, and

     (C)  act as agent for other groups of lenders to any Company or other
          borrowers.

22.10  INDEMNITY

     Each Lender agrees to reimburse the Agent for all losses and expenses
     incurred by the Agent as a result of its appointment as Agent or arising
     from its activities as Agent.  These losses and expenses will take into
     account amounts reimbursed to the Agent by the Borrower.  The liability of
     each Lender under this sub-clause will be limited to the share of the total
     losses and expenses which corresponds to that Lender's share of the
     Commitments or, if an Advance has been made and is outstanding, the Loan.
     If the losses or expenses are attributable to an activity of the Agent
     which relates to only some of the Lenders the Agent may instead notify the
     Lenders of a different sharing arrangement.  In this case the limit of
     liability of a Lender under this sub-clause will be determined by the
     Agent.  The Lenders are not liable for losses and expenses arising from the
     gross negligence or willful misconduct of the Agent.

22.11  CONFIDENTIAL INFORMATION

     The Agent is not required to disclose to the Lenders any information:

     (A)  which is not received by it in its capacity as Agent, or

     (B)  which it receives, with its consent, on a confidential basis.

22.12  RESIGNATION AND REMOVAL

     The Agent may resign by giving notice to the Borrower and the Lenders.  The
     Agent may be removed by notice given by an Instructing Group  to the Agent
     and the Borrower. In either event the following apply:

     (A)  APPOINTMENT BY INSTRUCTING GROUP: An Instructing Group may appoint a
          new Agent after consultation with the Borrower.

     (B)  APPOINTMENT BY THE RESIGNING AGENT: If the Agent has resigned and the
          Instructing Group has not appointed a new Agent within 30 days after
          the
<PAGE>

          resigning Agent's notice, the resigning Agent may appoint a new Agent
          after consultation with the Borrower.

     (C)  MODE OF APPOINTMENT: A new Agent will be appointed by notice to the
          Borrower and the Lenders. A new Agent cannot be appointed without its
          consent.

     (D)  TIMING OF APPOINTMENT: If the Agent has resigned, the new Agent will
          become Agent at a time agreed between the new Agent and the resigning
          Agent. If no time is agreed the new Agent will become Agent 10
          Business Days after the notice referred to in paragraph (C). Any
          resignation or removal of the Agent will not be effective until a new
          Agent has been appointed and accepted its appointment.

     (E)  EFFECT OF APPOINTMENT: Upon a new Agent becoming Agent the
          resigning/removed Agent will cease to be Agent. Accordingly it will be
          discharged from its obligations and duties as Agent. It will, however,
          continue to be able to rely on the terms of this Clause in respect of
          all matters relating to the period of its appointment. The new Agent
          will assume the role of Agent. It will have all the rights, powers,
          discretions and duties of the Agent provided for in this Agreement.

     (F)  TRANSITION: The resigning/removed Agent and the new Agent agree to co-
          operate to ensure an orderly transition. The resigning/removed Agent
          agrees to deliver or make available to the new Agent all records,
          files and information held by it as Agent. This obligation will not
          require the resigning/removed Agent to disclose any confidential
          information. the resigning/removed Agent also agrees to transfer the
          benefit of the Charges, and all rights relating to the Charges, to the
          new Agent. The Borrower agrees to co-operate, to the extent reasonably
          necessary, with this transfer. If required by the new Agent the
          Borrower agrees to execute new Charges in favour of the new Agent on
          identical terms as the then existing Charges.

22.13  OBLIGATION TO PAY TO THE AGENT

     Each Company agrees to pay to the Agent on demand each amount due and
     payable by that Company to a Lender under any of the Financing Documents.
     This obligation will be satisfied to the extent that the amount is paid to
     the Lender in accordance with Clause 12.4.  It does not affect the rights
     of the Lender or the obligation of the Company to the Lender.  A payment of
     an amount under this sub-clause will, however, satisfy that Company's
     obligation to pay that amount to the Lender.

22.14  HOLDING AS SECURITY TRUSTEE

     The Agent agrees that it holds the benefit of:

     (A)  Clause 22.13; and

     (B)  the Charges and all Security arising from the Charges,

     as trustee on behalf of:

          (i)    the Lenders;

          (ii)   each Hedging Bank which executes a Hedging Bank Agreement in
                 accordance with Clause 20.1(CC)(ii); and
<PAGE>

          (iii)  each Overdraft Bank.

     All the Agent's rights and claims arising under the items mentioned in
     paragraphs (A) and (B) are vested in it on this basis.

22.15 SECURITY

      (A) PERFECTION OF SECURITY AND TITLE:  The Agent:

          (i)    is not liable for any failure, omission or defect in perfecting
                 the Security constituted by any Charge;

          (ii)   may accept without enquiry the title to the property over which
                 Security is intended to be created by any Charge.

      (B) CUSTODY: The Agent is not under any obligation to hold any title
          deeds, security documents or any other documents in connection with
          the property charged by any Charge or to take any steps to protect or
          preserve these documents. The Agent may permit a Company to retain all
          these documents in its possession or may deposit them with a nominee
          or custodian. This paragraph does not apply to documents held in
          relation to a legal mortgage over, or over an interest in, real
          property or shares.

22.16 THE ARRANGERS

      The Arrangers have no continuing role in connection with the Facilities
      and are not liable in respect of any matter concerning the Facilities.
      They are not the agents for any Lender.

22.17 CONFIRMATION OF EACH LENDER

      Each Lender confirms to the Agent that, unless it notifies the Agent to
      the contrary, it will be the beneficial owner of any interest paid to it
      under this Agreement and it is a bank for purposes of section 349(3)of the
      Income and Corporation Taxes Act 1988 and will be within the charge to
      United Kingdom corporation tax in respect of that interest.

23.  EVIDENCE AND CERTIFICATES

23.1 EVIDENCE OF DEBT

     The Agent will maintain in its books an account showing all liabilities
     accrued and payments made in relation to the Financing Documents.  Details
     of amounts outstanding recorded in this account will be evidence of each
     Company's obligations unless there is shown to be an error.

23.2 CERTIFICATES

     Each certificate delivered under this Agreement must contain reasonable
     detail of the matters being certified.  Certificates delivered by the Agent
     or a Lender will be evidence unless there is shown to be an obvious error.
<PAGE>

24.  NOTICES

24.1 NATURE OF NOTICES

     No notice delivered by a Company under this Agreement may be withdrawn or
     revoked.  Each notice delivered by a Company must be unconditional.  It
     must also be signed by an Authorised Person.

24.2 DELIVERY OF NOTICES

     A notice under this Agreement will only be effective if it is in writing
     and is received.  Telexes and faxes are permitted.

24.3 NOTICES THROUGH THE AGENT

     Each notice from a Company or a Lender will be delivered to the Agent. The
     Agent agrees to pass on the details of notices received by it to the
     appropriate recipient as soon as reasonably practicable.

24.4 ADDRESS DETAILS

     Notices will be delivered to the address of the intended recipient as set
     out on the signature page.  A Company or a Lender may change its address
     details by notice to the Agent.  The Agent may change its address details
     by notice to each Company and each Lender.

25.  ASSIGNMENT AND NOVATION

25.1 COMPANY

     The rights of a Company under this Agreement are personal to it.
     Accordingly they are not capable of assignment.

25.2 ASSIGNMENT BY A LENDER

     A Lender may assign in whole or in part its rights under this Agreement if:

     (A) At the same time the proposed assignee assumes the whole or (as the
         case may be) the relevant part of the Lender's obligations under this
         Agreement to the satisfaction (acting reasonably) of the Agent and the
         Borrower;

     (B) It is assigning an amount of its Facility A Commitments and an amount
         of its Facility B Commitments which when these amounts are expressed as
         a proportion of, in the case of Facility A Commitments, the Total
         Facility A Commitments and, in the case of Facility B Commitments, the
         Total Facility B Commitments, results in the same figure; and

     (C) The principal amount to be assigned (or, in the case of an amount in
         the Optional Currency, the Original Sterling Amount) must equal or
         exceed (Pounds)2,500,000 (or be the remaining amount of its Facility A
         Commitment and Facility B Commitment).

     (D) It obtains the written consent of the Borrower in advance. The Borrower
         agrees that it will not unreasonably withhold this consent. If the
         Borrower does not reply
<PAGE>

         to a written request for consent within 10 Business Days it will be
         treated as having given its consent. No consent is required where the
         assignment:

         (i)    is to another Lender;

         (ii)   is to an affiliate or Subsidiary or Holding Company of the
                assignor;

         (iii)  occurs when there is an outstanding Termination Event; or

         (iv)   is part of the syndication process arranged by the Arrangers.

     Neither the Agent nor any Lender will be obliged to treat any person to
     whom a Lender makes an assignment as an assignee until that person agrees
     to pay to the Agent the fee mentioned in Clause 25.3(D).

25.3 NOVATION BY A LENDER

     A Lender (the "EXISTING LENDER") may be released from its obligations and
     surrender its rights under this Agreement to the extent that exactly
     corresponding obligations and rights are assumed by another lender (the
     "NEW LENDER") in accordance with the following:

     (A)  The Existing Lender must novate an amount of its Facility A
          Commitments and an amount of its Facility B Commitments which when
          these amounts are expressed as a proportion of, in the case of
          Facility A Commitments, the Total Facility A Commitments and, in the
          case of Facility B Commitments, the Total Facility B Commitments,
          results in the same figure.

     (B)  The principal amount to be novated (or, in the case of an amount in
          the Optional Currency, the Original Sterling Amount) must equal or
          exceed (Pounds)2,500,000 (or be the remaining amount of its Facility A
          Commitment and Facility B Commitment).

     (C)  The Existing Lender must obtain the prior written consent of the
          Borrower to the proposed novation. The Borrower agrees that it will
          not unreasonably withhold this consent. If the Borrower does not reply
          to a written request for consent within 10 Business Days it will be
          treated as having given its consent. No consent is required where the
          novation:

          (i)   is to another Lender;

          (ii)  is to an affiliate or Subsidiary or Holding Company of the
                assignor;

          (iii) occurs when there is an outstanding Termination Event; or

          (iv)  is part of the syndication process arranged by the Arrangers.

     (D)  Once the Borrower's written consent is obtained (or treated as
          obtained), the Existing Lender will deliver to the Agent a
          Substitution Certificate. This must be signed by both the Existing
          Lender and the New Lender and be properly completed. It must have
          attached to it the Borrower's consent. Alternatively it must have
          attached to it the Existing Lender's request for a consent and a
          certificate of an officer of the Existing Lender to the effect that
          such request was received by the Borrower and that no reply was
          received within 10 Business Days. The Existing Lender will also
          arrange for the payment of a processing fee to the Agent. The amount
          of this fee is (Pounds)750 (plus any reasonable expenses) unless the
          Agent has notified the Lenders of a different amount which has been
          agreed with an Instructing Group. No fee is payable where the novation
          is part of the syndication process arranged by the Arrangers.
<PAGE>

     (E)  The Agent will sign the Substitution Certificate no later than 5
          Business Days after its receipt and the payment of the processing fee.
          This signature will be made on behalf of the other Lenders and the
          Companies as well as itself. Each Lender and each Company irrevocably
          authorises the Agent to sign in this manner.

     (F)  The Substitution Certificate will take effect on the date it
          specifies. On this date:

          (i)   The Existing Lender is released from its obligations and
                surrenders its rights to the extent described in the
                Certificate.

          (ii)  The New Lender assumes obligations and rights exactly
                corresponding to those released and surrendered by the Existing
                Lender.

          The Facility A Commitment and Facility B Commitment of the Existing
          Lender will be reduced accordingly and the New Lender will assume a
          Facility A Commitment and Facility B Commitment of the amount of the
          corresponding reduction.

25.4 DISCLOSURE OF INFORMATION

     A Lender may disclose to an assignee or New Lender, or to a proposed
     assignee or New Lender, any information received by the Lender under or in
     connection with the Financing Documents, including a copy of each of those
     documents.  A Lender may not disclose this information to any of these
     persons unless that person has executed a confidentiality undertaking
     substantially in the form set out in Schedule 7.

25.5 LIMITATION ON CERTAIN OBLIGATIONS OF BORROWER

     This sub-clause applies to any novation or assignment by a Lender and any
     change of office through which a Lender is acting.  If, at the time it is
     effected, circumstances exist which would oblige the Borrower to pay to the
     New Lender, assignee or Lender under Clause 11 any sum in excess of the sum
     (if any) which it would have been obliged to pay to the Existing Lender,
     assignor or that Lender under Clause 11 in the absence of that novation,
     assignment or change, the Borrower shall not be obliged to pay that excess.

26.  WAIVERS, AMENDMENTS AND RELEASES OF SECURITY

26.1 WRITING REQUIRED

     A waiver or amendment of a term of this Agreement will only be effective if
     it is in writing.

26.2 AUTHORITY OF THE AGENT

     If authorised by an Instructing Group the Agent may grant waivers and agree
     amendments of any Financing Document with any Company.  These waivers and
     amendments will be granted on behalf of the Lenders and be binding on all
     of them, including those which were not part of the Instructing Group.
     This sub-clause does not authorise the Agent to grant any waiver or agree
     any amendment affecting any of the following:

     (A)  The identity of any Company.

     (B)  The amount of the Facilities.

     (C)  The amount or method of calculation of interest or commitment fee.
<PAGE>

     (D)  The manner, currency or timing of repayment of the Loan or of the
          payment of any other amount.

     (E)  The definition of "Facility A Commitment Availability Termination
          Date" or "Facility Termination Date".

     (F)  The definition of "Instructing Group", "Restricted Subsidiary" or
          "Unrestricted Subsidiary".

     (G)  The obligations of the Lenders.

     (H)  Any requirement (including the one in this sub-clause) that all the
          Lenders or a certain proportion of them consent to a matter or deliver
          a notice.

     (I)  Clauses 3, 14 or 25.1.

     (J)  Subject to Clause 26.3, the release of any Security constituted by the
          Charges.

     (K)  This Clause 26.2

     Waivers or amendments affecting these matters require the consent of all
     Lenders.

26.3 RELEASE OF SECURITY FOR PERMITTED DISPOSALS

     The Agent is authorised by the Lenders to effect the release of any
     Security constituted by the Charges over any assets which are disposed of
     by a member of the Borrower's Restricted Group as permitted by Clause
     20.1(D).

26.4 EXPENSES

     The Borrower agrees to reimburse the Agent and each Lender for the expenses
     they incur as a result of any proposal made by the Borrower to waive or
     amend a term of this Agreement or to release any Security.

27.  MISCELLANEOUS

27.1 EXERCISE OF RIGHTS

     If the Agent or a Lender does not exercise a right or power when it is able
     to do so this will not prevent it exercising that right or power.  When it
     does exercise a right or power it may do so again in the same or a
     different manner.  The Agent's and the Lenders' rights and remedies under
     this Agreement are in addition to any other rights and remedies they may
     have.  Those other rights and remedies are not affected by this Agreement.

27.2 COUNTERPARTS

     There may be several signed copies of this Agreement.  There is intended to
     be a single Agreement and each signed copy is a counterpart of that
     Agreement.

28.  LAW

     This Agreement is to be governed by and construed in accordance with
     English law.
<PAGE>

                                  SCHEDULE 1:
                            LENDERS AND COMMITMENTS


<TABLE>
<CAPTION>
                                           (1)                          (2)                          (3)
                                        FACILITY A                   FACILITY B                    TOTAL OF
LENDER                                  COMMITMENT*                  COMMITMENT*                 COMMITMENTS
                                         (Pounds)                      (Pounds)                    (Pounds)
<S>                        <C>                          <C>                          <C>
Credit Suisse First Boston              6,666,666.67                 3,333,333.33                10,000,000.00

Credit Lyonnais                         6,666,666.67                 3,333,333.33                10,000,000.00

The Industrial Bank of Japan, Limited   6,666,666.67                 3,333,333.33                10,000,000.00

The Royal Bank of Scotland plc          6,666,666.67                 3,333,333.33                10,000,000.00

Scotiabank Europe plc                   6,666,666.67                 3,333,333.33                10,000,000.00

Allied Irish Banks PLC (London Branch)  5,533,333.33                 2,766,666.67                 8,300,000.00

The Governor and Company of the         5,533,333.33                 2,766,666.67                 8,300,000.00
 Bank of Ireland

The Governor and Company of the         5,533,333.33                 2,766,666.67                 8,300,000.00
 Bank of Scotland

Bayerische Landesbank                   5,533,333.33                 2,766,666.67                 8,300,000.00
 Girozentrale, London Branch

De Nationale Investeringsbank N.V.,     5,533,333.33                 2,766,666.67                 8,300,000.00
 London Branch

Dexia Project & Public Finance          5,533,333.33                 2,766,666.67                 8,300,000.00
 International Bank, London Branch

The Fuji Bank, Limited                  5,533,333.33                 2,766,666.67                 8,300,000.00

KBC Bank N.V., London Branch            5,533,333.33                 2,766,666.67                 8,300,000.00

Lloyds Bank Plc                         5,533,333.33                 2,766,666.67                 8,300,000.00

Co-operative Bank p.l.c.                3,373,333.33                 1,686,666.67                 5,060,000.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                           (1)                          (2)                          (3)
                                        FACILITY A                   FACILITY B                    TOTAL OF
LENDER                                  COMMITMENT*                  COMMITMENT*                 COMMITMENTS
                                         (Pounds)                      (Pounds)                    (Pounds)
<S>                        <C>                          <C>                          <C>
Societe Generale, London Branch         3,373,333.33                 1,686,666.67                 5,060,000.00

The Sumitomo Bank Limited               3,373,333.33                 1,686,666.67                 5,060,000.00

The Dai-Ichi Kangyo Bank, Ltd           3,373,333.33                 1,686,666.67                 5,060,000.00

Ulster Bank Limited                     3,373,333.33                 1,686,666.67                 5,060,000.00
                        --------------------------------------------------------------------------------------
                                      100,000,000.00                50,000,000.00               150,000,000.00
                        --------------------------------------------------------------------------------------
</TABLE>
*  Rounded to two decimal places.
<PAGE>

                                  SCHEDULE 2:
                                  COSTS RATE

The Costs Rate is an addition to the interest rate on an Advance to compensate
the Lenders for the cost attributable to an Advance resulting from the
imposition from time to time under or pursuant to the Bank of England Act 1998
(the "ACT") and/or by the Bank of England (or other United Kingdom governmental
or regulatory authorities or agencies) of a requirement to place non-interest
bearing or Special Deposits (whether interest bearing or not) with the Bank of
England and calculated by reference to liabilities used to fund the Advance.

The Costs Rate will be the rate determined by the Agent (and rounded upward, if
necessary, to four decimal places) as the rate resulting from the application
(as appropriate) of the following formula in relation to sterling Advances:

                          XL + S(L - D)  % per annum
                          -------------
                          100 - (X + S)


where on the day of application of a formula:

     X    is the percentage of Eligible Liabilities (in excess of any stated
          minimum) by reference to which the Agent is required under or pursuant
          to the Act to maintain cash ratio deposits with the Bank of England;

     L    is the rate of interest (less the Applicable Margin and the Costs
          Rate) payable on that day on the related Advance pursuant to Clause 8
          of this Agreement;

     S    is the level of interest-bearing Special Deposits, expressed as a
          percentage of Eligible Liabilities, which the Lender is required to
          maintain by the Bank of England (or other United Kingdom governmental
          authorities or agencies); and

     D    is the percentage rate per annum payable by the Bank of England to the
          Lender on Special Deposits.

(X, L, S and D are to be expressed in the formula as numbers and not as
percentages.  A negative result obtained from subtracting D from L shall be
counted as zero.)

The Costs Rate attributable to an Advance or other sum for any period shall be
calculated at or about 11.00 a.m. (London time) on the first day of such period
for the duration of such period.

The determination of the Costs Rate in relation to any period shall, in the
absence of manifest error, be conclusive and binding on all parties to this
Agreement.

If there is any change in circumstance (including the imposition of alternative
or additional requirements) which in the reasonable opinion of the Agent renders
or will render  the above formula (or any element of the formula, or any defined
term used in the formula) inappropriate or inapplicable, the Agent (following
consultation with the Borrower and an Instructing Group) shall be entitled to
vary the same.  Any such variation shall, in the absence of manifest error, be
conclusive and binding on all parties and shall apply from the date specified in
such notice.

For the purposes of this Schedule:

The terms "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS" shall bear the meanings
ascribed to them under or pursuant to the Act or by the Bank of England (as may
be appropriate), on the day of the application of the formula.

Any reference  to a provision of any statute, directive, order or regulation in
this Schedule is a reference to that provision as amended or re-enacted from
time to time
<PAGE>

                                                                  CONFIRMED COPY
                                                                  --------------
                                  SCHEDULE 3:
        CONDITIONS PRECEDENT TO DRAWING ON OR AFTER THE AMENDMENT DATE

1.   A copy of the Memorandum and Articles of Association of the Borrower in the
     agreed form. This copy must be certified by a director, the secretary or
     the Director of Legal Services of the Borrower to be complete, up-to-date
     and in full force and effect.

2.   A copy of a resolution of the board of directors of the Borrower approving
     the Facilities, authorising the signature and delivery of the Financing
     Documents to which it is a party and approving the borrowing of the
     aggregate Available Commitments. The resolution must also appoint persons
     to sign notices on behalf of the Borrower under the Financing Documents to
     which it is a party and a person or persons to sign certificates under the
     Financing Documents as a "Certifying Financial Officer" in addition to the
     senior financial officer. The copy must be certified by a director, the
     secretary or the Director of Legal Services of the Borrower to be a true
     copy of duly passed resolutions each of which is in full force and effect.

3.   Specimen signatures of all persons authorised by the resolutions referred
     to in paragraph 2 above. These signatures must be certified by a director,
     the secretary or the Director of Legal Services of the Borrower to be
     genuine.

4.   A copy of the Memorandum and Articles of Association of the Parent and each
     other Guarantor in the agreed form. This copy must be certified by a
     director, the secretary or the Director of Legal Services of the Parent and
     the relevant Guarantor to be complete, up-to-date and in full force and
     effect.

5.   A copy of a resolution of the board of directors of the Parent and each
     other Guarantor approving the Guarantee and (as applicable) the Charges and
     authorising the signature and delivery of the Financing Documents to which
     it is a party. The copy must be certified by a director, the secretary or
     the Director of Legal Services of the Parent and the relevant Guarantor to
     be a true copy of a duly passed resolution which is in full force and
     effect.

6.   A legal opinion from Slaughter and May, English legal advisers to the
     Agent, substantially in the form set out in Schedule 8.

7.   A letter in the agreed form from the Borrower's insurance brokers addressed
     to the Agent (for the benefit of itself and the Lenders) confirming that
     the insurance arrangements required by the Financing Documents are in place
     with respect to the Borrower's business (including the Analogue
     Transmission Business and the DTT Transmission Business), operations and
     assets.

8.   Property Title Report and Certificates on the material properties (as
     identified by the Agent) addressed to the Agent (for the benefit of itself
     and the Lenders), in the agreed form.

9.   Copies certified by the Borrower as true, complete and up-to-date (or, as
     appropriate, executed originals) of the following documents in the agreed
     form:

     (a) Shareholders' Agreement;

     (b) Fee Letters from the Arrangers and the Agent, each counter-signed by
         the Borrower;

     (c) Supplemental and Amendment Deed;

     (d) Deposit Charge Amendment Agreement;

     (e) Transmission Agreements;
<PAGE>

     (f) NTL Site Sharing Agreement;

     (g) Contract of Services;

     (h) Subordinated Loan Agreement; and

     (i) the agreement between the Borrower and CT Finance amending the Inter-
         Company Loan Agreement.

10.  Share certificates in respect of all the issued share capital in the
     Borrower, and blank stock transfer forms duly executed by the Parent in
     respect of those share certificates.

11.  A copy of the share register of the Borrower showing the Parent as the
     registered holder of the entire issued share capital of the Borrower. This
     copy must be certified by a director, the secretary or the Director of
     Legal Services of the Borrower to be complete and up-to-date, as at the
     Amendment Date.

12.  Completed Land Registry cover (and the relevant fee in each case) in
     respect of the properties listed in Schedule 1 of the debenture described
     in paragraph (A) of the definition of "Charges" in Clause 1.1 together
     with, in the case of those properties for which an application for first
     registration has to be made, all relevant title deeds and documents and the
     results of all pre-completion searches including Land Charges Act search
     results.

13.  The acknowledgements set out in Part 2 of Schedule 3 of the Debenture,
     signed on behalf of the BBC and ONDIGITAL respectively.

14.  Evidence satisfactory to the Agent of comfort given by CCIC as to
     maintenance of support of, and levels of shareholding, in the Borrower
     (through the Parent) so as not to entitle the BBC to exercise its right to
     terminate the Analogue Transmission Agreement or the BBC DTT Transmission
     Agreement on a change of control of the Borrower.

15.  Evidence satisfactory to the Agent that ONDIGITAL consents to the charge
     taken over the ONDIGITAL Transmission Agreement.

16.  The Financial Model addressed to the Agent (for the benefit of itself and
     the Lenders).

17.  The Hedging Policy.

18.  A certificate of the Certifying Financial Officer stating (a) the amount of
     Financial Indebtedness on the last day of the Quarter immediately preceding
     the date of delivery of this certificate and (b) EBITDA for that Quarter.

19.  All share certificates relating to the shares held by the Borrower in
     Millennium and blank transfers of these shares executed by the Borrower
     with the name of the transferee left blank and stamped.

20.  The Year 2000 Programme Report in the agreed form.

21.  The letter from the Borrower to the Agent in relation to certain litigation
     and dated on or before the Amendment Date.
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

                                  SCHEDULE 4:
                       FORM OF SUBSTITUTION CERTIFICATE

                    CASTLE TRANSMISSION INTERNATIONAL LTD.

  (Pounds)150,000,000 TERM AND REVOLVING LOAN FACILITIES UNDER LOAN AGREEMENT
                    DATED 28TH FEBRUARY, 1997 (AS AMENDED)

                           SUBSTITUTION CERTIFICATE

To:  [Name and address of the Agent]

This certificate is delivered to you for the purposes of Clause 25.3 of the Loan
Agreement under which you are currently Agent.

     Name of Existing Lender:   ____________________________

     Name of New Lender:        ____________________________

     Details of substitution:

[Insert details distinguishing between Facilities and between undrawn commitment
and participation in the Loan and other amounts due under the Facility]

     Date of effect of substitution:    ____________________

The substitution described above will take effect in accordance with Clause 25.3
of the Loan Agreement.

The Existing Lender and the New Lender agree as follows:

1.   The New Lender is responsible for its own decision to become involved in
     the Facilities.  It should make its own credit appraisal of the Companies
     and the terms of the Facilities.  Neither the Existing Lender nor the Agent
     makes any representation that any information provided to the New Lender
     before, on or after the date of this certificate is true.  Accordingly the
     New Lender should take whatever action it believes is necessary to verify
     that information.  In addition neither the Existing Lender nor the Agent is
     responsible for the legality, validity or adequacy of the Loan Agreement.
     The New Lender will satisfy itself on these issues.

2.   There is no obligation on the Existing Lender to accept any novation or
     assignment back of the rights and obligations referred to in this
     certificate.  The Existing Lender accepts no obligation to indemnify the
     New Lender for any losses incurred as a result of a failure by the Borrower
     or any Guarantor to perform its obligations or for any other losses.  The
     New Lender acknowledges this is the case.

The New Lender represents that each of the following is true:

(A)  In respect of any payment of interest to be made to it, that New Lender
     will be, at the date the principal amount on which that interest accrued is
     advanced, a bank  for the purposes of section 349(3) of the Income and
     Corporation Taxes Act 1988.

(B)  In respect of any payment of interest to be made to it, the person
     beneficially entitled to that payment of interest at the time it is paid is
     within the charge to United Kingdom corporation tax in respect of that
     interest.

The above representations do not apply where the representations would be untrue
as a result of a change in law or Inland Revenue concession or a change in the
interpretation or application of law or Inland Revenue concession.

This certificate is to be governed by and construed in accordance with English
law.
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------
Existing Lender                    New Lender
---------------                    ----------

[Name of Existing Lender]               [Name of New Lender]

By:                                     By:

Agent (on behalf of the other Lenders, the Companies and itself)

[Name of Agent]

By:

Date:

Notice details for New Lender

(if it is not already a

Lender):

Address:

Fax Number:

Telex Number:

Attention:
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

                                  SCHEDULE 5:
                        FORM OF NOTICE FOR THE ADVANCE

To:       [Name of Agent]

          Attention: [           ]

From:  Castle Transmission International Ltd.      Date: [           ]

Dear Sirs,

         (Pounds)150,000,000 TERM AND REVOLVING LOAN FACILITIES UNDER
             LOAN AGREEMENT DATED 28TH FEBRUARY, 1997 (AS AMENDED)

1.   We refer to the above agreement between yourselves as Agent, us as Borrower
     and various other parties (the "Agreement"). Terms defined in the Agreement
     have the same meaning in this notice.

2.   We would like to draw an Advance under Facility [A]/[B] in [currency] in
     the amount of [amount] on [date].

3.   The Interest Period should be [     ] months.

4.   Please pay the above Advance to account number [              ] with [
     ] in favour of ourselves.

5.   We confirm that, today and on the Advance Date:

     (a)  the representations in Clause 17.1 of the Agreement [(other than
          paragraphs (T) [,] [and (U))] [and (V)]* are true; and

     (b)  there is [and will be] no outstanding Termination Event [or Potential
          Termination Event.]**

6.   The purpose of the Advance is [                    ].

                               Yours faithfully,



                             for and on behalf of

                    Castle Transmission International Ltd.

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

 *   [Note: The representations in Clause 17.1(T) and Clause 17.1(U) are to be
     given on the date of the first Advance on or after the Amendment Date. The
     representation in Clause 17.1(V) is to be given on the making of each
     Advance which falls on or before 31st March, 2000.


**  [Note: The statement in square brackets will not be required to be made
     where the notice is given to roll over an existing Advance (without
     increasing the amount of this Advance) for an Interest Period of no more
     than one month at any time when no Termination Event has occurred and is
     continuing.]

<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

                                  SCHEDULE 6:
                    FORM OF ADDITIONAL GUARANTOR AGREEMENT

                        ADDITIONAL GUARANTOR AGREEMENT
                        ------------------------------

DATE :

PARTIES

1.   [                                 ], a company incorporated in [          ]
     (number [           ]), of [address] (the "NEW GUARANTOR")

2.   CASTLE TRANSMISSION INTERNATIONAL LTD., a company incorporated in England
     (number 3196207) whose registered office is at Warwick Technology Park,
     Gallows Hill, Heathcote Lane, Warwick CV34 6TN, on its own behalf and on
     behalf of each of the existing Guarantors (each as defined in the Loan
     Agreement referred to below)

3.   CREDIT SUISSE FIRST BOSTON (the "AGENT"), on its own behalf and on behalf
     of each of  the Lenders (as defined in the Loan Agreement)

BACKGROUND

A Loan Agreement (the "LOAN AGREEMENT") was made on 28th February, 1997 (and
amended on 21st May, 1997 and on 18th June, 1999) between (1) Castle
Transmission International Ltd. as borrower, (2) Castle Transmission Services
(Holdings) Ltd. as guarantor, (3) the lenders named in the Loan Agreement, (4)
Credit Suisse First Boston as Agent, (5) Credit Suisse First Boston as lead
arranger and others.  Under the terms of the Loan Agreement the Lenders agreed
to provide to the Borrower a (Pounds)150,000,000 credit facility.

Under Clause 20.1(R) of the Loan Agreement the New Guarantor needs to become a
guarantor.

The parties agree as follows:

1.   INTERPRETATION

     Unless a contrary intention is indicated, words and expressions defined in
     the Loan Agreement will have the same meanings when used in this Agreement.
     References to the Loan Agreement are to that agreement as amended or
     supplemented.

2.   INCORPORATION OF ADDITIONAL GUARANTOR

     With effect from the date of this Agreement the New Guarantor will:

(a)  become a party to the Loan Agreement as if it had been an original
     signatory as a guarantor; and
(b)  become a "Guarantor" within the definition in Clause 1.1 of the Loan
     Agreement.
     The New Guarantor, each other Company, each Lender and the Agent agrees to
     be bound by the Loan Agreement on this basis.

3.   REPRESENTATIONS BY THE NEW GUARANTOR

     The New Guarantor confirms in respect of itself that the representations in
     Clause 17.1(A) to (L) inclusive of the Loan Agreement if stated at the date
     of this Agreement with reference to the New Guarantor and the facts
     subsisting on the date of this Agreement, are true.
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

4.   CONSTRUCTION

     This Agreement and the Loan Agreement will be read and construed as one
     document.  References in the Loan Agreement to the Loan Agreement (however
     expressed) will be read and construed as references to the Loan Agreement
     and this Agreement.

5.   NOTICES

     The notice details of the New Guarantor for the purpose of Clause 24.4 are
     as follows:

     [                        ]

     Fax number:    [         ]

     Telex number:    [         ]

     Attention:    [          ]

6.   LAW

     This Agreement is to be governed by and construed in accordance with
     English law.  The New Guarantor intends to execute this Agreement as a deed
     and agrees to execute and deliver it as a deed. [Jurisdiction clause and
     appointment of agent for the service of process to be inserted in the case
     of a New Guarantor incorporated outside England.]


SIGNATURES


[Name of New Guarantor]

Executed as a deed by the signatures

of a director and the secretary or of

two directors of the company

By:                 (Director)

By:                 (Director/Secretary)

Castle Transmission International Ltd.

By:


[Name of Agent]

By:
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

                                  SCHEDULE 7:
                      FORM OF CONFIDENTIALITY UNDERTAKING

            Castle Transmission International Ltd. (the "BORROWER")

  (Pounds)150,000,000 TERM AND REVOLVING LOAN FACILITIES UNDER LOAN AGREEMENT
       DATED 28TH FEBRUARY, 1997 (AS AMENDED) (THE "FACILITY AGREEMENT")

In connection with your interest in the (Pounds)150,000,000 term and revolving
Loan Facilities for the Borrower (the "FACILITIES") constituted by the Facility
Agreement, you (the "RECIPIENT") may be provided with certain information and
material by ourselves (being an existing lender (the "EXISTING LENDER") under
the Facilities.

The Recipient agrees with the Existing Lender (for itself and as trustee for the
benefit of the Borrower) that:

1.   For the purposes of this confidentiality agreement, "CONFIDENTIAL
     INFORMATION" means all information disclosed by the Existing Lender (or any
     of its agents, representatives or advisers) concerning the Facilities, the
     Borrower or any member of the group of companies of which the Borrower is a
     member. However, it does not include information which (i) is already in
     the Recipient's possession at the time of disclosure, or (ii) is at the
     time of its disclosure, or which later becomes, part of the public domain.

2.   The Recipient will treat the Confidential Information, and the fact that
     negotiations are taking place, as confidential. The Recipient agrees to
     disclose the Confidential Information only to those of the Recipient's
     agents, representatives and advisers who need the Confidential Information
     for the purpose of evaluating the Facilities. The Confidential Information
     shall not be used by any such person for any other purpose.

3.   The Recipient will return (or, as regards Confidential Information
     disclosed to its agents, representatives and advisers, endeavour to return)
     the Confidential Information to the Existing Lender, without retaining any
     copies or summaries of it, promptly upon the written request of the
     Existing Lender. Alternatively the Recipient may promptly arrange for the
     destruction of the Confidential Information and supply written evidence to
     the Existing Lender of such destruction. However, to the extent that
     Confidential Information has been incorporated (either fully or partially)
     into analyses, compilations, studies or other documents prepared by the
     Recipient, the Recipient need not return or destroy that information
     provided that it treats that information as confidential in accordance with
     paragraph 2 above.

4.   The Recipient (or any of its agents, representatives or advisers) may be
     required to disclose Confidential Information for the purposes of any
     judicial, administrative or governmental proceeding. In this case the
     Recipient will promptly notify the Existing Lender and the Borrower.
     However, if on legal advice the Recipient (or any of its agents,
     representatives or advisers) is compelled to make disclosure of
     Confidential Information or else stand liable for contempt or other censure
     or penalty, it is not under any obligation to delay disclosure (i) in order
     to notify the Existing Lender and the Borrower before disclosure, if giving
     that notice before disclosure is not practicable, or (ii) once it has
     notified the Existing Lender and the Borrower, for any reason whatever.

5.   Any questions concerning the Confidential Information must be directed by
     the Recipient exclusively to the Existing Lender. The Recipient will not
     approach the Borrower or any member of its group without prior written
     consent of the Existing Lender.

6.   The Recipient understands that the Existing Lender (and its agents,
     representatives or advisers) is not making any representation or warranty
     as to the accuracy or completeness of the Confidential Information, and
     neither, save to the extent set out in the Facility
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

     Agreement, is the Borrower or any other member of the group of companies of
     which the Borrower is a member. The Existing Lender (for itself and on
     behalf of its agents, representatives and advisers and, save to the extent
     set out in the Facility Agreement, the Borrower and the other members of
     the group of companies of which the Borrower is a member) disclaims any and
     all liability arising from the Recipient's use of the Confidential
     Information.

7.   The obligations imposed on the parties under this confidentiality agreement
     will terminate on the date two years after the date on which the Recipient
     signs this confidentiality agreement below.

8.   This confidentiality agreement shall be governed by and construed in
     accordance with English law, and the Recipient hereby irrevocably submits
     for the benefit of the Existing Lender, the Borrower and the other members
     of the group of companies of which the Borrower is a member to the
     jurisdiction of the courts of England in connection with any dispute
     related to or brought under it.

 ...............................................
For and on behalf of
[Existing Lender] (on its own
behalf and as trustee for the
benefit of the Borrower and the
other members of the group
of companies of which the
Borrower is a member)


 ...............................................
For and on behalf of
[Recipient]

Date .......................................
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

                                  SCHEDULE 8:
                     FORM OF OPINION OF SLAUGHTER AND MAY


Credit Suisse First Boston,

Five Cabot Square,

London, E14 4QR.


for itself as Agent and for the Lenders

(as defined in the Loan Agreement referred to below)



Dear Sirs,

INTRODUCTION

1.   We refer to:

     (B)  the "LOAN AMENDMENT AGREEMENT", being the loan amendment agreement
          dated [ ] June, 1999 and made between (1) Castle Transmission
          International Ltd. (formerly known as Castle Transmission Services
          Ltd.) (the "BORROWER"), (2) Castle Transmission Services (Holdings)
          Ltd. (the "PARENT") and Millennium Communications Limited
          ("MILLENNIUM") (both known as the "GUARANTORS"), (3) the Lenders
          listed in Schedule 1 to the Loan Amendment Agreement (the "LENDERS"),
          (4) Credit Suisse First Boston as lead arranger, (5) [ ] as arrangers
          and (6) Credit Suisse First Boston as agent, amending the
          (Pounds)162,500,000 term and revolving facilities agreement dated 28th
          February, 1997 as amended to a (Pounds)64,000,000 revolving facilities
          agreement on 21st May, 1997 and as acceded to by Millennium with
          effect from 27th October, 1998 (the "LOAN AGREEMENT");

     (C)  the "SUPPLEMENTAL AND AMENDMENT DEED", being the supplemental and
          amendment deed dated [ ] June, 1999 made between (1) the Borrower, (2)
          the Parent, (3) Millennium, and (4) Credit Suisse First Boston as
          agent, amending the debenture dated 28th February, 1997 which was made
          between the same parties (except Millennium) and acceded to by
          Millennium with effect from 27th October, 1998 (the "DEBENTURE"); and

     (D)  the "DEPOSIT CHARGE AMENDMENT AGREEMENT" being the deposit charge
          amendment agreement dated [ ] June, 1999 amending the deposit
          agreement and charge on cash deposits dated 28th February, 1997, as
          amended on 21st May, 1997, made between (1) Credit Suisse First Boston
          (as trustee for the Lenders) and (2) the Borrower (the "DEPOSIT CHARGE
          AGREEMENT").

2.   Terms and expressions defined in the Loan Amendment Agreement, the
     Supplemental and Amendment Deed and the Deposit Charge Amendment Agreement
     (the "DOCUMENTS") which are not otherwise defined in this opinion have the
     same meanings when used in this opinion.
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

3.   We have acted as English legal advisers on your behalf in connection with
     the Documents.

4.   This letter sets out our opinion on certain matters of English law as at
     today's date.  We have not made any investigation of, and do not express
     any opinion on, any other law. This letter is to be construed in accordance
     with English law.

DOCUMENTS AND INVESTIGATIONS
----------------------------

5.   For the purposes of this letter, we have examined the following:

     (A)  A signed copy of the Loan Amendment Agreement and the Deposit Charge
          Amendment Agreement and an executed copy of the Supplemental and
          Amendment Deed.

     (B)  A copy of each of the Loan Agreement, the Debenture, and the Deposit
          Charge Agreement (in each case, in the form in effect immediately
          before the signing and execution of the Documents).

     (C)  A copy, certified by the company secretary of the Borrower to be a
          true, complete and up-to-date copy, of the Memorandum and Articles of
          Association of the Borrower.

     (D)  A copy, certified by the company secretary of the Parent to be a true,
          complete and up-to-date copy, of the Memorandum and Articles of
          Association of the Parent.

     (E)  A copy, certified by the company secretary of Millennium to be a true,
          complete and up-to-date copy, of the Memorandum and Articles of
          Association of Millennium.

     (F)  A copy, certified by the company secretary of the Borrower to be a
          true, complete and up-to-date copy, of resolutions of a meeting of the
          board of directors of the Borrower held on [          ], 1999.

     (G)  A copy, certified by the company secretary of the Parent to be a true,
          complete and up-to-date copy, of resolutions of a meeting of the board
          of directors of the Parent held on [              ], 1999.

     (H)  A copy, certified by the company secretary of Millennium to be a true,
          complete and up-to-date copy, of resolutions of a meeting of the board
          of directors of Millennium held on [              ], 1999.

     (I)  The entries shown on the microfiches (obtained by us from Companies
          House, London on [      ] June, 1999) of the file of each of the
          Borrower, the Parent and Millennium maintained at Companies House (the
          "MICROFICHES").

     (J)  The certificates (the "MILLENNIUM SHARE CERTIFICATES") in respect of
          the shares (the "MILLENNIUM SHARES") held by the Borrower in
          Millennium.

ASSUMPTIONS
-----------

6.   For the purposes of this letter, we have assumed each of the following:


     (A)  (i)   The information disclosed by the Microfiches, by our searches on
               [       ] June, 1999 of the Companies House database (CH Direct)
               and by our [telephone][personal] search on [     ] June, 1999 at
               the Central Registry of Winding-up Petitions in relation to the
               Borrower, the Parent and Millennium was then accurate and
               complete and has not since then been altered or added to.
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

          (ii) The Microfiches and such enquiries did not fail to disclose any
               information relevant for the purposes of this opinion.

     (B)  The board minutes referred to in sub-paragraphs 5(F), (G) and (H)
          truly record the proceedings described therein of duly convened,
          constituted and quorate meetings of the boards of directors of each of
          the Borrower, the Parent and Millennium, respectively, these boards of
          directors were acting in the best interests and for the proper
          purposes of the Borrower, the Parent and Millennium, and the meetings
          were duly held and the resolutions passed and authorisations given at
          those meetings have not subsequently been amended, revoked or
          superseded.

     (C)  None of the Borrower, the Parent or Millennium has passed any
          voluntary winding up resolution, no petition has been presented or
          order made by a court for the winding up, dissolution or
          administration of the Borrower, the Parent or Millennium and no
          receiver, administrative receiver, trustee, administrator or similar
          officer has been appointed in relation to the Borrower, the Parent or
          Millennium or any of their assets or revenues.

     (D)  Each of the parties to the Documents (other than the Borrower, the
          Parent and Millennium) has the capacity, power and authority to sign
          or execute and deliver the Documents and to exercise its rights and
          perform its obligations under the Documents.

     (E)  All documents submitted to us as copies conform with the originals.

     (F)  All signatures are genuine.

     (G)  Each of the Documents has been duly signed or executed and
          unconditionally delivered by each of the parties thereto.

     (H)  That no law of any jurisdiction outside England would render such
          execution or delivery illegal or ineffective and that, in so far as
          any obligation under the Documents falls to be performed in, or is
          otherwise subject to, any jurisdiction other than England, its
          performance will not be illegal or ineffective by virtue of the law of
          that jurisdiction.

     (I)  The Supplemental and Amendment Deed and the Deposit Charge Amendment
          Agreement will be delivered for registration with the Registrar of
          Companies in accordance with Part XII of the Companies Act 1985 as
          recommended in paragraph 8(A) below, and that the Supplemental and
          Amendment Deed will be delivered for registration with H.M. Land
          Registry as recommended in paragraph 8(B) below.

     (J)  The execution and delivery of the Loan Amendment Agreement, the
          Supplemental and Amendment Deed by each of the Borrower, the Parent
          and Millennium is (i) in the furtherance of the objects authorised by
          the Parent's and Millennium's memorandum of association, and (ii) to
          the commercial advantage and in the interests of the Borrower, the
          Parent and Millennium.

     (K)  All matters set out as assumptions and contained in paragraph 6 of the
          opinion set out in a letter to you of 28th February, 1997 and in
          paragraph 6 of the opinion set out in a letter to you of 21st May,
          1997.

     (L)  That the Millennium Shares have been duly transferred by Crown Castle
          International Corporation ("CCIC") to the Borrower and that CCIC was
          immediately before such transfer, and the Borrower is, immediately
          after such transfer, the absolute legal and beneficial owner of the
          Millennium Shares.
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

     (M)  That the Millennium Share Certificates are the only certificates in
          respect of the Millennium Shares and that the Millennium Shares
          referred to in those Millennium Share Certificates represent the whole
          of the issued share capital of Millennium.

OPINION
-------

7.   Based on and subject to the foregoing, and subject to the reservations
     mentioned in paragraph 8 (below) and to any matters not disclosed to us, we
     are of the opinion that:

     (A)  Each of the Borrower, the Parent and Millennium is a limited liability
          company duly incorporated and validly existing under English law and
          has all requisite corporate power and authority to enter into and
          perform its obligations under the Documents to which it is a party.

     (B)  All necessary corporate action required to authorise the execution,
          delivery and performance by each of the Borrower, the Parent and
          Millennium of the Documents to which it is a party has been taken.

     (C)  The Loan Agreement (as amended by the Loan Amendment Agreement,
          together the "AMENDED LOAN AGREEMENT"), the Debenture (as amended by
          the Supplemental and Amendment Deed, together the "AMENDED DEBENTURE")
          and the Deposit Charge Agreement (as amended by the Deposit Charge
          Amendment Agreement, together the "AMENDED DEPOSIT CHARGE AGREEMENT")
          create valid and binding obligations under English law of the Borrower
          and (as regards the Amended Loan Agreement and the Amended Debenture)
          of the Parent and Millennium.

     (D)  The following security rights have, among others, been created by the
          Amended Debenture:

          (i)   a legal mortgage over each of the real properties described in
                Schedule 1 to the Amended Debenture;

          (ii)  an equitable fixed charge over the other real property of the
                Borrower, the Parent and Millennium;

          (iii) an equitable fixed charge over the Millennium Shares and the
                shares in the Borrower held by the Parent (together with the
                Millennium Shares, the "SHARES");

          (iv)  an equitable fixed charge over the Borrower's rights to payment
                under or in connection with the Transmission Agreements;

          (v)   an equitable fixed charge over the sums standing from time to
                time to the credit of the Account (as defined in the Amended
                Deposit Charge Agreement); and

          (vi)  a floating charge over the undertaking, property and assets of
                the Borrower, the Parent and Millennium.

     (E)  It is not necessary, in order to ensure the validity of the Documents
          or the security referred to therein to obtain any authorisation,
          consent, approval, licence or permission of, or to effect any filing,
          declaration or registration with, any governmental authority of
          England, save as provided in paragraphs 8(A) and (B) below.

RESERVATIONS
------------

8.   Our reservations are as follows:
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

     (A)  A company registered under the Companies Act 1985 (the "ACT") must, in
          order to ensure that certain classes of security over its assets are
          not rendered void against the liquidator or any creditor of the
          company, deliver the instrument creating or evidencing the security,
          together with the prescribed particulars thereof, to the Registrar of
          Companies for registration within 21 days after the creation of such
          security.  Each of the Borrower and the Parent and Millennium is
          registered under the Act. The classes of security which must be
          registered include a charge on land, a charge on book debts and a
          floating charge on the company's undertaking or property.  In respect
          of a charge on shares, although the better view is that a fixed charge
          over shares is not included in the classes of security which must be
          registered, it is recommended that registration of such a charge
          should be effected because it could constitute a charge on book debts
          (namely the dividends arising under the shares).  There is no
          procedure under the Act for registering variations to prescribed
          particulars delivered to the Registrar of Companies under the Act.
          However, we would recommend that details of the Supplemental and
          Amendment Deed and the Deposit Charge Amendment Agreement (together
          with an original executed copy of the Supplemental and Amendment Deed
          and of the Deposit Charge Amendment Agreement) be submitted to the
          Registrar of Companies for registration.

     (B)  Prior to the registration at H.M. Land Registry of a charge by way of
          legal mortgage created over property registered at H.M. Land Registry,
          that charge takes effect in equity only.  In order that the mortgagee
          obtains the rights and powers of a legal mortgage, the charge would
          need to be delivered for registration at H.M. Land Registry, together
          with a duly completed application form and fee and the relevant land
          or charge certificate, and the mortgagee would need to be registered
          as proprietor of such charge.  The registration at H.M. Land Registry
          of the charge by way of legal mortgage created over the property set
          out in Part 1 of Schedule 1 to the Amended Debenture has already been
          effected.  However, because the Supplemental and Amendment Deed varies
          the Debenture we would recommend that an original executed copy of the
          Supplemental and Amendment Deed be submitted to H.M. Land Registry for
          registration.  The execution of the Supplemental and Amendment Deed
          will, in any event, require registration at H.M. Land Registry to be
          made in respect of the charge by way of legal mortgage created over
          the property set out in Part 2 of Schedule 1 to the Amended Debenture.
          The Agent will not have, and may not exercise, any of the powers
          conferred by English law on the owner of a legal mortgage of the Land
          described in Part 2 of Schedule 1 to the Amended Debenture until the
          Agent is registered as the proprietor of the Amended Debenture in
          respect of that Land at H.M. Land Registry.  This will trigger a
          statutory requirement that an application for first registration be
          made at H.M. Land Registry in respect of those properties set out in
          Part 2 of Schedule 1 to the Amended Debenture which are of
          unregistered land.

     (C)  The security interest in the Shares constituted by the Amended
          Debenture is not proposed to be perfected by the registration of the
          Shares in the name of the Agent or its nominee.  That security
          interest therefore constitutes only an equitable charge and, as such,
          is not as favourable to the Agent or the Lenders as a perfected legal
          charge and suffers from the disadvantages inherent in equitable (as
          opposed to legal) charges.  In particular, but without prejudice to
          the foregoing, such an equitable charge may be defeated if the Shares
          are disposed of to a person who acquires the legal title to the Shares
          in good faith for value without notice (actual or constructive) of the
          equitable charge.  The risk of the above occurring is somewhat reduced
          so long as the share certificates relating to the Shares are held by
          the Agent or a nominee of the Agent and replacement certificates
          therefor are not issued.
<PAGE>

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

          We recommend, nonetheless, that the Shares are not registered in the
          name of the Agent or its nominee.  If they were there is a risk that
          the Agent and the Lenders could be construed as being "connected" with
          the Parent for the purposes of Section 249 of the Insolvency Act 1986.
          This would have a number of disadvantageous consequences under that
          Act.

     (D)  Floating charges are subject to a number of disadvantages which do not
          apply to fixed charges.  In particular:

          (i)   a floating charge created by a company within twelve months of
                the commencement of its winding up is, unless it is proved that
                the company is solvent immediately after the creation of the
                charge, invalid except to the amount of any cash paid to the
                company at the time of or subsequent to the creation of, and in
                consideration for, the floating charge together with interest
                thereon at a prescribed rate;

          (ii)  a floating charge is, on enforcement, subject to the rights of,
                and accordingly ranks after, unsecured but statutorily preferred
                creditors such as the Inland Revenue; and

          (iii) a fixed charge created after the creation of, and over the same
                assets as, a floating charge may rank ahead of the floating
                charge unless the floating charge contains a prohibition on the
                creation of other charges ranking prior thereto or pari passu
                therewith and the holder of the fixed charge has actual notice
                of such prohibition at the time of taking his charge.

     (E)  We express no opinion as to whether any of the charges created by the
          Amended Debenture and the Amended Deposit Charge Agreement will amount
          to fixed rather than floating charges.  Despite being expressed in
          words which would suffice to create a fixed charge, an English court
          would treat security as a floating charge where effective control of
          the charged assets has not been transferred to the person holding the
          benefit of the security, for example where it appears that it was
          intended that the person granting the charge over the charged assets
          should have the licence to dispose of those charged assets in the
          ordinary course of its business.

     (F)  We express no opinion as to the priority of the security interests
          under or referred to in the Amended Debenture or the Amended Deposit
          Charge Agreement, whether as regards other security that may already
          exist at the time of the creation of the relevant security interest
          under the Amended Debenture or the Amended Deposit Charge Agreement or
          as regards security that may be created thereafter.   So far as the
          latter is concerned, English law is unclear as to priority where a
          subsequent charge is created and further advances are subsequently
          made in reliance of the prior charge.

     (G)  We express no opinion as to the title of the Borrower, the Parent or
          Millennium to the assets to be subject to the security created by the
          Amended Debenture and the Amended Deposit Charge Agreement.  We would,
          however, refer you to:

          (i)   the Report prepared by us dated 23rd January, 1997 in respect of
                the Certificate of Title issued by Linklaters & Paines,
                solicitors for the British Broadcasting Corporation, dated 27th
                September, 1996 (as amended by the Supplemental Certificate
                dated 22nd January, 1997); and

          (ii)  the Report prepared by us dated [ ] June, 1999 in respect of the
                Certificate of Title issued by Norton Rose, solicitors for the
                Borrower, dated [ ] June, 1999.
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

     (H)  We express no opinion as to the efficacy of the Amended Debenture in
          so far as it relates to assets which are situated or deemed to be
          situated outside England and Wales or are subject to any law other
          than English law.  Furthermore, we have not made any investigation of
          the assets which are subject to the floating charges created by the
          Amended Debenture and accordingly our opinions set out above must be
          read subject to any limitations or qualifications which may be
          necessary as a result of the nature of, or any matter relating to,
          such assets.

     (I)  Rights and obligations under the Amended Loan Agreement, the Amended
          Debenture and the Amended Deposit Charge Agreement will be subject to
          any law from time to time in force relating to insolvency, liquidation
          or administration or any other law or legal procedure affecting
          generally the enforcement of creditors' rights.

     (J)  In so far as any obligation under the Amended Loan Agreement, the
          Amended Debenture or the Amended Deposit Charge Agreement is to be
          performed in any jurisdiction other than England, an English court may
          have to have regard to the law of that jurisdiction in relation to the
          manner of performance and the steps to be taken in the event of non-
          performance or defective performance.

     (K)  We express no opinion as to whether the equitable remedies of specific
          performance or injunctive relief would be available in respect of any
          obligation of the Borrower or the Parent. These remedies are subject
          to the discretion of the English courts.

     (L)  We express no opinion as to the validity or the binding effect of the
          obligations as set out in Clause 13.1 of the Amended Loan Agreement
          which provide for the payment of interest on overdue amounts.  An
          English court would not give effect to such provisions if it could be
          established that the amount expressed as being payable was such that
          such a clause was in the nature of a penalty (that is to say a
          requirement for a stipulated sum to be paid irrespective of, or
          necessarily greater than, the loss likely to be sustained).

     (M)  Clause 15.6 of the Amended Loan Agreement provides that the
          obligations of the Guarantors will not be affected by any change,
          waiver or release of the Borrower's obligations under the Amended Loan
          Agreement. We express no opinion whether this will be effective where
          the Guarantors have not agreed to that change, waiver or release.

     (N)  Clause 15.8 of the Amended Loan Agreement restricts the taking of
          security and the exercise by the Guarantors of certain rights in
          connection with the obligations of the Guarantors under Clause 15 of
          the Amended Loan Agreement. This is reinforced by the provision that
          the Guarantors will hold on trust for the agent and the lenders all
          amounts received in respect of a proof for amounts due to it by the
          Borrower or any other Guarantor.  We express no opinion as to the
          effectiveness of the trust itself.

     (O)  We express no opinion on Clause 26.1 of the Amended Loan Agreement.
          Any term of the Amended Loan Agreement may in certain circumstances be
          waived or amended other than in writing.

     (P)  We express no opinion as to the validity or binding effect of
          provisions set out in Clause 27 of the Amended Debenture and Clause 15
          of the Amended Deposit Charge Agreement relating to invalidity and
          severability.

     (Q)  There could be circumstances in which an English court would not treat
          as conclusive those certificates and determinations which the Amended
          Loan Agreement and the Amended Deposit Charge Agreement provide are to
          be
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

          conclusive, for example if it could be shown that a certificate or
          determination had an unreasonable or arbitrary basis or was not made
          in good faith.

     (R)  We express no opinion on European Union law as it affects any
          jurisdiction other than England.

RELIANCE
--------

9.   This opinion is addressed to you for your own benefit and as agent for and
     on behalf of the Lenders in connection with the Amended Loan Agreement, the
     Amended Debenture and the Amended Deposit Charge Agreement.  It may not be
     relied upon by any person other than yourselves or the Lenders or used for
     any other purpose and, without our prior written consent, neither its
     contents nor its existence may be disclosed to any other person.


                               Yours faithfully,
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

                                  SCHEDULE 9:
                       FORM OF OVERDRAFT BANK AGREEMENT

                           OVERDRAFT BANK AGREEMENT

DATE :

PARTIES

1.   [                       ] of [                       ]
     (the "OVERDRAFT BANK")

2.   [                                ] a company incorporated in England
     (number [                   ]) whose registered office is at [Warwick
     Technology Park, Gallows Hill, Heathcote Lane, Warwick CV34 6TN], on its
     own behalf and on behalf of each of the existing Guarantors (each as
     defined in the Loan Agreement referred to below) (the "OVERDRAFT
     BORROWER")/1/

3.   CREDIT SUISSE FIRST BOSTON (the "AGENT"), on its own behalf and on behalf
     of each of  the Lenders (as defined in the Loan Agreement)

BACKGROUND

A Loan Agreement (the "LOAN AGREEMENT") was made on 28th February, 1997 (and
amended on 21st May, 1997 and on [                          ]) between (1)
Castle Transmission International Ltd. as borrower, (2) Castle Transmission
Services (Holdings) Ltd. as guarantor, (3) the lenders named in the Loan
Agreement, (4) Credit Suisse First Boston as Agent and others.  Under the terms
of the Loan Agreement the Lenders agreed to provide to Castle Transmission
International Ltd.  a (Pounds)150,000,000 credit facility.

The Overdraft Bank has provided overdraft facilities (the "OVERDRAFT
FACILITIES") to the Overdraft Borrower and wishes the Overdraft Borrower's
obligations under those Overdraft Facilities to be secured by the Charges.

The parties agree as follows:

1.   INTERPRETATION

     Unless a contrary intention is indicated, words and expressions defined in
     the Loan Agreement and which are not defined in this Agreement will have
     the same meanings when used in this Agreement.  References to the Loan
     Agreement are to that agreement as amended or supplemented.

2.   UNDERTAKINGS OF THE OVERDRAFT BANK

     The Overdraft Bank agrees that:

     (A)  The Overdraft Bank has delivered to the Agent a copy of the document
          (if any exists) describing the terms of the Overdraft Facilities.

     (B)  The Overdraft Bank will notify the Agent of the termination or breach
          of the Overdraft Facilities (or any event which, upon the giving of
          notice, lapse of time or both would give cause for a termination of
          the Overdraft Facilities).


---------------
/1/ Insert details of relevant entity which must be the Borrower or any
     Restricted Subsidiary.
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

3.   SECURITY

     By virtue of the execution of this Agreement the amounts due by the
     Overdraft Borrower under the Overdraft Facilities become secured under the
     Charges.  Only a maximum of (Pounds)[       ]/2/ of the amount outstanding
     under the Overdraft Facilities will, however, rank equally with amounts
     outstanding under the Loan Agreement.  The remainder, if any, will rank
     behind.

4.   THE AGENT

4.1  APPOINTMENT

     The Agent is appointed as an agent by the Overdraft Bank.  The Agent is not
     acting as agent of any Company under this Agreement.

4.2  AUTHORITY

     The Agent is authorised to exercise the rights, powers, discretions and
     duties which are specified by the Financing Documents.  The Agent may also
     act in a manner reasonably incidental to these matters.

4.3  DUTIES

     In addition to the obligations of the Agent set out elsewhere in the
     Financing Documents the Agent agrees as follows:

     (A)  NOTICES:  The Agent will as soon as reasonably practicable notify the
          Overdraft Bank of the contents of each notice received from a Company
          under the terms of a Financing Document.  If the notice does not
          affect the Overdraft Bank the Agent may elect not to notify the
          Overdraft Bank.

     (B)  OTHER DOCUMENTS:  When a Company delivers to the Agent any other
          document required to be delivered under a Financing Document the Agent
          will as soon as reasonably practicable provide a copy to the Overdraft
          Bank.  The Overdraft Borrower agrees to reimburse the Agent for the
          costs of preparing any copies required for this purpose.

     (C)  TERMINATION EVENTS:  The Agent will notify the Overdraft Bank of any
          Termination Event or Potential Termination Event.  This obligation
          will not arise, however, until the Agent receives express notice with
          reasonable supporting evidence of the Termination Event or Potential
          Termination Event.  Until this time the Agent is entitled to assume
          that there is no Termination Event or Potential Termination Event.
          The Agent is not required to make inquiries.  Information referred to
          in Clause 4.11 does not have to be disclosed under this sub-clause.

     The duties under this sub-clause will be discharged if the Agent performs
     the corresponding duties to the Overdraft Bank or its affiliate in is
     capacity as a Lender.

4.4  POWERS

     In addition to the powers of the Agent set out elsewhere in the Financing
     Documents the Agent has the following powers:

(A)  PROFESSIONAL ADVISERS:  The Agent may instruct professional advisers to
     provide advice in connection with this Agreement and the Overdraft
     Facilities.

----------
/2/ The aggregate maximum amount included in this space for all Overdraft Banks
    must not exceed (Pounds)5,000,000.  See Clause 19.1(K)(i).
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

     (B)  AUTHORITY FROM INSTRUCTING GROUP: The Agent may take any action which
          is not inconsistent with the Financing Documents and which is
          authorised by an Instructing Group.

     (C)  VIEWS OF INSTRUCTING GROUP: In exercising any of its rights, powers or
          discretions the Agent may seek the views of an Instructing Group. If
          it exercises those rights, powers or discretions in accordance with
          those views the Agent will incur no liability.

     (D)  PROCEEDINGS: The Agent may institute legal proceedings against a
          Company in the name of the Overdraft Bank if the Overdraft Bank
          authorises it to take those proceedings.

     (E)  COMPLIANCE WITH LAW: The Agent may take any action necessary for it to
          comply with applicable laws.

     The Agent is not required to exercise any of these powers and will incur no
     liability if it fails to do so.  In the context of legal proceedings the
     Agent may decline to take any step until it has received indemnities or
     security satisfactory to it.

4.5  RELIANCE

     The Agent is entitled to rely upon each of the following:

     (A)  Advice received from professional advisers.

     (B)  A certificate of fact received from a Company and signed by an
          Authorised Person.

     (C)  Any communication or document believed by the Agent to be genuine.
          The Agent will not be liable for any of the consequences of relying on
          these items.

4.6  EXTENT OF AGENT'S DUTIES

     (A)  NO OTHER DUTIES: The Agent has no obligations or duties other than
          those expressly set out in this Agreement, the Financing Documents and
          the other Overdraft Bank Agreements.

     (B)  ILLEGALITY AND LIABILITY: The Agent is not obliged to do anything
          which is illegal or which may expose it to liability to any person.

     (C)  NOT TRUSTEE: The Agent is not acting as a trustee for any purpose in
          connection with this Agreement, except for its role described in
          Clause 4.13, 4.14 and 4.15.

4.7  RESPONSIBILITY OF THE OVERDRAFT BANK

     The Overdraft Bank is responsible for its own decision to become involved
     in the Overdraft Facilities and its decision to take or not take action
     under the Overdraft Facilities.  It should make its own credit appraisal of
     the Overdraft Borrower and the terms of the Overdraft Facilities.  The
     Agent makes no representation that any information provided to the
     Overdraft Bank before or after the date of this Agreement is true.
     Accordingly the Overdraft Bank should take whatever action it believes is
     necessary to verify that information.  In addition the Agent is not
     responsible for the legality, validity or adequacy of any Financing
     Document or the efficacy of the Security under the Charges.  The Overdraft
     Bank will satisfy itself on these issues.
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

4.8  LIMITATION OF LIABILITY

     (A)  AGENT: The Agent will not be liable to the Overdraft Bank for any
          action or non-action under or in connection with the Financing
          Documents unless caused by its gross negligence or wilful misconduct.

     (B)  DIRECTORS, EMPLOYEES AND AGENTS: No director, employee or agent of the
          Agent will be liable to the Overdraft Bank in relation to the
          Financing Documents. The Overdraft Bank agrees not to seek to impose
          this liability upon them.

4.9  BUSINESS OF THE AGENT

     Despite its role as agent of the Overdraft Bank the Agent may:

     (A)  participate as a Lender in the Facilities or as a Hedging Bank or an
          Overdraft Bank,

     (B)  carry on all types of business with any Company, and

     (C)  act as agent for other groups of lenders to any Company or other
          borrowers.

4.10 INDEMNITY

     The Overdraft Bank agrees to reimburse the Agent for all losses and
     expenses incurred by the Agent as a result of its appointment as Agent or
     arising from its activities as Agent in relation to this Agreement. These
     losses and expenses will take into account amounts reimbursed to the Agent
     by the Overdraft Borrower. The Overdraft Bank is not liable for losses and
     expenses arising from the gross negligence or willful misconduct of the
     Agent.

4.11 CONFIDENTIAL INFORMATION

     The Agent is not required to disclose to the Overdraft Bank any
     information:

(A)  which is not received by it in its capacity as Agent, or
(B)  which it receives, with its consent, on a confidential basis.
4.12 RESIGNATION AND REMOVAL

     The Agent may resign or be removed in accordance with the terms of the Loan
     Agreement.  In this case the Overdraft Bank agrees to co-operate, to the
     extent reasonably necessary, with the transfer of function to a new Agent.

4.13 OBLIGATION TO PAY TO THE AGENT

     The Overdraft Borrower agrees to pay to the Agent on demand each amount due
     and payable by the Overdraft Borrower to the Overdraft Bank under the
     Overdraft Facilities.  This obligation will be satisfied to the extent that
     the amount is paid to the Overdraft Bank.  It does not affect the rights of
     the Overdraft Bank or the obligations of the Overdraft Borrower to the
     Overdraft Bank.  A payment of an amount under this sub-clause will,
     however, satisfy the Overdraft Borrower's obligation to pay that amount to
     the Overdraft Bank.

4.14 HOLDING AS SECURITY TRUSTEE

     The Agent agrees that it holds the benefit of:

     (A)  Clause 4.13; and

     (B)  the Charges and all Security arising from the Charges,

<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------
          as trustee on behalf of:

          (i)    the Lenders;

          (ii)   each Hedging Bank which executed a Hedging Bank Agreement in
                 accordance with Clause 20.1(CC); and

          (iii)  each Overdraft Bank.

     All the Agent's rights and claims arising under the items mentioned in
     paragraphs (A) and (B) are vested in it on this basis.

4.15 SECURITY

     (A)  PERFECTION OF SECURITY AND TITLE:  The Agent:

          (i)    is not liable for any failure, omission or defect in perfecting
                 the Security constituted by any Charge;

          (ii)   may accept without enquiry the title to the property over which
                 Security is intended to be created by any Charge.

     (B)  CUSTODY: The Agent is not under any obligation to hold any title
          deeds, security documents or any other documents in connection with
          the property charged by any Charge or to take any steps to protect or
          preserve these documents. The Agent may permit a Company to retain all
          these documents in its possession or may deposit them with a nominee
          or custodian. This paragraph does not apply to documents held in
          relation to a legal mortgage over, or over an interest in, real
          property or shares.

5.   NOTICES

     Any notice to be delivered to the Overdraft Bank may be delivered to it, or
     its affiliate, as a Lender in the manner described in the Loan Agreement.

6.   LAW

     This Agreement is to be governed by and construed in accordance with
     English law.


SIGNATURES


[Name of Overdraft Bank]

By:


[Name of Overdraft Borrower]

By:


[Name of Agent]

By:
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

                                 SCHEDULE 10:
                        FORM OF HEDGING BANK AGREEMENT

                            HEDGING BANK AGREEMENT

DATE :

PARTIES

1.   [                                 ] of [
     ] (the "HEDGING BANK")

2.   CASTLE TRANSMISSION INTERNATIONAL LTD., a company incorporated in England
     (number 3196207) whose registered office is at Warwick Technology Park,
     Heathcote Lane, Warwick CV34 5DS, on its own behalf and on behalf of each
     of the existing Guarantors (each as defined in the Loan Agreement referred
     to below)

3.   CREDIT SUISSE FIRST BOSTON (the "AGENT"), on its own behalf and on behalf
     of each of  the Lenders (as defined in the Loan Agreement)

BACKGROUND

A Loan Agreement (the "LOAN AGREEMENT") was made on 28th February, 1997 (and
amended on 21st May, 1997 and on [                 ]) between (1) Castle
Transmission International Ltd. as borrower, (2) Castle Transmission Services
(Holdings) Ltd. as guarantor, (3) the lenders named in the Loan Agreement, (4)
Credit Suisse First Boston as Agent and others. Under the terms of the Loan
Agreement the Lenders agreed to provide to the Borrower a (Pounds)150,000,000
credit facility.

The Hedging Bank has entered into a Hedging Contract with the Borrower and
wishes the Borrower's obligations under that Hedging Contract to be secured by
the Charges.

The parties agree as follows:

1.   INTERPRETATION

     Unless a contrary intention is indicated, words and expressions defined in
     the Loan Agreement and which are not defined in this Agreement will have
     the same meanings when used in this Agreement.  References to the Loan
     Agreement are to that agreement as amended or supplemented.

2.   UNDERTAKINGS OF THE HEDGING BANK

     The Hedging Bank agrees that:

     (A)  The Hedging Contract complies with the requirements of Schedule 11 to
          the Loan Agreement.

     (F)  The Hedging Bank will notify the Agent of the termination or breach of
          the Hedging Contract (or any event which, upon the giving of notice,
          lapse of time or both would give cause for a termination of the
          Hedging Contract).

     (G)  The Hedging Bank has delivered to the Agent a copy of the Hedging
          Contract. It will deliver to the Agent copies of all confirmations
          under the Hedging Contract. Before entering into a transaction which
          is to be incorporated in the Hedging Contract the Hedging Bank will
          use reasonable endeavours to ensure that:

         (i)    the proposed transaction will not cause the Borrower to be in
                default under Clause 20.1(CC) of the Loan Agreement; and
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

          (ii)  the transaction forms part of the implementation of the Hedging
                Policy.

          This obligation may be discharged by the Hedging Bank receiving a
          certificate from the Borrower to this effect.

     (H)  If an Event of Default (as described in the Hedging Contract) occurs
          and is continuing under the Hedging Contract, the Agent (acting on the
          instructions of an Instructing Group) shall be entitled, by notice in
          writing to the Hedging Bank and the Borrower, to require the Hedging
          Contract to be terminated and closed out in accordance with its terms
          as soon as possible after the notice is given. If there is a net
          amount payable to the Borrower under the Hedging Contract upon its
          termination and close out, the Hedging Bank shall pay that net amount
          to the Agent to discharge amounts due under the Financing Documents,
          any other Hedging Contracts and the Overdraft Facilities, or (where no
          such amounts are due) into an account held with the Agent or a nominee
          of the Agent and charged to the Agent.

     (I)  Any waiver of a Termination Event given by the Agent under the Loan
          Agreement will be treated as given by the Hedging Bank in the same
          terms in respect of the equivalent Event of Default under the Hedging
          Contract.

3.   SECURITY

     By virtue of the execution of this Agreement the amounts due by the
     Borrower under the Hedging Contract with the Hedging Bank become secured
     under the Charges.

4.   THE AGENT

4.1  APPOINTMENT

     The Agent is appointed as an agent by the Hedging Bank.  The Agent is not
     acting as agent of any Company under this Agreement.

4.2  AUTHORITY

     The Agent is authorised to exercise the rights, powers, discretions and
     duties which are specified by the Financing Documents.  The Agent may also
     act in a manner reasonably incidental to these matters.

4.3  DUTIES

     In addition to the obligations of the Agent set out elsewhere in the
     Financing Documents the Agent agrees as follows:

     (A)  NOTICES:  The Agent will as soon as reasonably practicable notify the
          Hedging Bank of the contents of each notice received from a Company
          under the terms of a Financing Document.  If the notice does not
          affect the Hedging Bank the Agent may elect not to notify the Hedging
          Bank.

     (B)  OTHER DOCUMENTS:  When a Company delivers to the Agent any other
          document required to be delivered under a Financing Document the Agent
          will as soon as reasonably practicable provide a copy to the Hedging
          Bank.  The Borrower agrees to reimburse the Agent for the costs of
          preparing any copies required for this purpose.

     (C)  TERMINATION EVENTS:  The Agent will notify the Hedging Bank of any
          Termination Event or Potential Termination Event.  This obligation
          will not arise, however, until the Agent receives express notice with
          reasonable supporting evidence of the Termination Event or Potential
          Termination Event.  Until this time the Agent is entitled to assume
          that there is no Termination Event or Potential
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

          Termination Event. The Agent is not required to make inquiries.
          Information referred to in Clause 4.11 does not have to be disclosed
          under this sub-clause.

     The duties under this sub-clause will be discharged if the Agent performs
     the corresponding duties to the Hedging Bank or its affiliate in is
     capacity as a Lender.

4.4  POWERS

     In addition to the powers of the Agent set out elsewhere in the Financing
     Documents the Agent has the following powers:

     (A)  PROFESSIONAL ADVISERS: The Agent may instruct professional advisers to
          provide advice in connection with this Agreement and the Hedging
          Contract.

     (B)  AUTHORITY FROM INSTRUCTING GROUP: The Agent may take any action which
          is not inconsistent with the Financing Documents and which is
          authorised by an Instructing Group.

     (C)  VIEWS OF INSTRUCTING GROUP: In exercising any of its rights, powers or
          discretions the Agent may seek the views of an Instructing Group. If
          it exercises those rights, powers or discretions in accordance with
          those views the Agent will incur no liability.

     (D)  PROCEEDINGS: The Agent may institute legal proceedings against a
          Company in the name of the Hedging Bank if the Hedging Bank authorises
          it to take those proceedings.

     (E)  COMPLIANCE WITH LAW: The Agent may take any action necessary for it to
          comply with applicable laws.

     The Agent is not required to exercise any of these powers and will incur no
     liability if it fails to do so.  In the context of legal proceedings the
     Agent may decline to take any step until it has received indemnities or
     security satisfactory to it.

4.5  RELIANCE

     The Agent is entitled to rely upon each of the following:

     (A)  Advice received from professional advisers.

     (B)  A certificate of fact received from a Company and signed by an
          Authorised Person.

     (C)  Any communication or document believed by the Agent to be genuine.
          The Agent will not be liable for any of the consequences of relying on
          these items.

4.6  EXTENT OF AGENT'S DUTIES

     (A)  NO OTHER DUTIES: The Agent has no obligations or duties other than
          those expressly set out in this Agreement, the Financing Documents,
          any other Hedging Bank Agreements and the Overdraft Bank Agreements.

     (B)  ILLEGALITY AND LIABILITY: The Agent is not obliged to do anything
          which is illegal or which may expose it to liability to any person.

     (C)  NOT TRUSTEE: The Agent is not acting as a trustee for any purpose in
          connection with this Agreement, except for its role described in
          Clause 4.13, 4.14 and 4.15.
<PAGE>

4.7  RESPONSIBILITY OF THE HEDGING BANK

     The Hedging Bank is responsible for its own decision to become involved in
     the Hedging Contract and its decision to take or not take action under the
     Hedging Contract.  It should make its own credit appraisal of the Borrower
     and the terms of the Hedging Contract.  The Agent makes no representation
     that any information provided to the Hedging Bank before or after the date
     of this Agreement is true.  Accordingly the Hedging Bank should take
     whatever action it believes is necessary to verify that information.  In
     addition the Agent is not responsible for the legality, validity or
     adequacy of any Financing Document or the efficacy of the Security under
     the Charges.  The Hedging Bank will satisfy itself on these issues.

4.8  LIMITATION OF LIABILITY

     (A)  AGENT: The Agent will not be liable to the Hedging Bank for any action
          or non-action under or in connection with the Financing Documents
          unless caused by its gross negligence or wilful misconduct.

     (B)  DIRECTORS, EMPLOYEES AND AGENTS: No director, employee or agent of the
          Agent will be liable to the Hedging Bank in relation to the Financing
          Documents. The Hedging Bank agrees not to seek to impose this
          liability upon them.

4.9  BUSINESS OF THE AGENT

     Despite its role as agent of the Hedging Bank the Agent may:

     (A)  participate as a Lender in the Facilities or as a Hedging Bank or an
          Overdraft Bank,

     (B)  carry on all types of business with any Company, and

     (C)  act as agent for other groups of lenders to any Company or other
          borrowers.

4.10 INDEMNITY

     The Hedging Bank agrees to reimburse the Agent for all losses and expenses
     incurred by the Agent as a result of its appointment as Agent or arising
     from its activities as Agent in relation to this Agreement.  These losses
     and expenses will take into account amounts reimbursed to the Agent by the
     Borrower.  The Hedging Bank is not liable for losses and expenses arising
     from the gross negligence or willful misconduct of the Agent.

4.11 CONFIDENTIAL INFORMATION

     The Agent is not required to disclose to the Hedging Bank any information:

     (A)  which is not received by it in its capacity as Agent, or

     (B)  which it receives, with its consent, on a confidential basis.

4.12 RESIGNATION AND REMOVAL

     The Agent may resign or be removed in accordance with the terms of the Loan
     Agreement.  In this case the Hedging Bank agrees to co-operate, to the
     extent reasonably necessary, with the transfer of function to a new Agent.

4.13 OBLIGATION TO PAY TO THE AGENT

     The Borrower agrees to pay to the Agent on demand each amount due and
     payable by the Borrower to the Hedging Bank under the Hedging Contract.
     This obligation will be satisfied to the extent that the amount is paid to
     the Hedging Bank.  It does not affect the
<PAGE>

     rights of the Hedging Bank or the obligation of the Borrower to the Hedging
     Bank. A payment of an amount under this sub-clause will, however, satisfy
     the Borrower's obligation to pay that amount to the Hedging Bank.

4.14 HOLDING AS SECURITY TRUSTEE

     The Agent agrees that it holds the benefit of:

     (A)  Clause 4.13; and

     (B)  the Charges and all Security arising from the Charges, as trustee on
          behalf of:

          (i)   the Lenders;

          (ii)  each Hedging Bank which executes a Hedging Bank Agreement in
                accordance with Clause 20.1(CC)(ii) of the Loan Agreement; and

          (iii)  each Overdraft Bank.

     All the Agent's rights and claims arising under the items mentioned in
     paragraphs (A) and (B) are vested in it on this basis.

4.15 SECURITY

     (A)  PERFECTION OF SECURITY AND TITLE:  The Agent:

          (i)   is not liable for any failure, omission or defect in perfecting
                the Security constituted by any Charge;

          (ii)  may accept without enquiry the title to the property over which
                Security is intended to be created by any Charge.

     (B)  CUSTODY: The Agent is not under any obligation to hold any title
          deeds, security documents or any other documents in connection with
          the property charged by any Charge or to take any steps to protect or
          preserve these documents. The Agent may permit a Company to retain all
          these documents in its possession or may deposit them with a nominee
          or custodian. This paragraph does not apply to documents held in
          relation to a legal mortgage over, or over an interest in, real
          property or shares.

5.   NOTICES

     Any notice to be delivered to the Hedging Bank may be delivered to it, or
     its affiliate, as a Lender in the manner described in the Loan Agreement.

6.   LAW

     This Agreement is to be governed by and construed in accordance with
     English law.


SIGNATURES


[Name of Hedging Bank]

By:
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

Castle Transmission International Ltd.

By:


[Name of Agent]

By:
<PAGE>

                                                                  CONFORMED COPY
                                                                  --------------

                                 SCHEDULE 11:
                      REQUIREMENTS FOR HEDGING CONTRACTS

     Each Hedging Contract is to be on the terms of the International Swaps &
     Derivatives Association, Inc. ("ISDA") 1992 Master Agreement
     (Multicurrency-Cross Border) (the "ISDA AGREEMENT").  Each Hedging Contact
     will provide for, together with such other terms as the relevant Hedging
     Bank and the Borrower may agree and which do not conflict with, the
     following:

     (a)  Sections 5(a)(i) to (viii) of the ISDA Agreement not to apply as
          Events of Default with respect to the Borrower.  The Termination
          Events (as defined in the Loan Agreement) shall be the only Events of
          Default with respect to the Borrower for the purposes of the ISDA
          Agreement and, accordingly, the automatic termination provisions of
          Section 6(a) of the ISDA Agreement shall not be applicable.

     (b)  Any notice given pursuant to Section 5 or Section 6 of the ISDA
          Agreement to also be given contemporaneously to the Agent.

     (c)  If any Event of Default under the ISDA Agreement occurs (as referred
          to in paragraph (a) above) the relevant Hedging Bank to be entitled to
          designate a day as an Early Termination Date (by notice to the
          Borrower in accordance with Section 6(a) of the ISDA Agreement) only
          if all principal amounts outstanding under the Facilities are due and
          payable or if the Agent has cancelled the Facilities or demanded
          immediate repayment of the Loan under Clause 20.2 of this Agreement or
          required the Hedging Contract to be terminated under Clause 2(D) of
          the Hedging Bank Agreement with that Hedging Bank.  This notice must
          also be given to the Agent.

     (d)  No contractual rights of set-off to either party additional to such
          rights contained in the unamended form of the ISDA Agreement.

     (e)  Section 2(c)(ii) of the ISDA Agreement not to apply to any
          Transactions and thus payments under all Transactions under the same
          Hedging Contract to be made in the same currency on the same day shall
          be netted.

     (f)  An acknowledgement of the existence of this Agreement and the Charges.

     (g)  An election for "Second Method and Market Quotation" in the "Schedule"
          as the payment method applicable.

     (h)  The governing law to be English law.

     Terms used in this schedule have the meanings given to them in the ISDA
     Agreement or, where the context does not so permit, the meanings given to
     them in this Agreement.
