EXOLUM RIVERSIDE LTD

THE ROYAL BANK OF SCOTLAND PLC AS SECURITY TRUSTEE FOR ITSELF AND FOR EACH OF THE FINANCEPARTIES

GUARANTEE & DEBENTURE

THE BANK OF NEW YORK,LONDON BRANCH

GUARANTEE AND DEBENTURE

LLOYDS TSB BANK PLC

DEED OF ADMISSION (HEREINAFTER REFERRED TO AS THE "DOA" AND MORE PARTICULARLY DEFINED) RELATING TO A COMPOSITE GUARANTEE AND DEBENTURE (THE "DEBENTURE") DATED 7TH APRIL 1997 (AS SUPPLEMENTED BY DEEDS OF ADMISSION DATED 11TH AUGUST 1988 AND 18TH MARCH 1999) ISSUED BY THE COMPANY

SIMON GROUP PLC

DEED OF ADMISSION (RELATING TO A COMPOSITE GUARANTEE AND DEBENTURE (THE "DEBENTURE") DATED 7TH APRIL 1997 (AS SUPPLEMENTED BY DEEDS OF ADMISSION DATED 11TH AUGUST 1998 AND 18TH MARCH 1999) ISSUED BY THE COMPANY