TERMINUS 45 LIMITED

LLOYDS TSB BANK PLC

A DEED OF ADMISSION TO AN OMNIBUS LETTER OF SET-OFF DATED 19TH JUNE 1998

J.P. MORGAN EUROPE LIMITED (FORMERLY CHASE MANHATTAN INTERNATIONAL LIMITED) AS SECURITY TRUSTEEFOR ITSELF AND THE OTHER SECURED PARTIES OR SUCH OTHER PERSON AS MAY FROM TIME TO TIME BE APPOINTED SECURITY TRUSTEE

RESTATED AMENDMENT TO THE SUPPLEMENTAL DEED TO A COMPOSITE GUARANTEE AND DEBENTURE DATED 19 JUNE 1998 AND DATED 4 SEPTEMBER 1998

J.P. MORGAN EUROPE LIMITED (FORMERLY CHASE MANHATTAN INTERNATIONAL LIMITED) OR SUCH OTHERPERSON AS MAY FROM TIME TO TIME BE APPOINTED SECURITY AGENT AND TRUSTEE

RESTATED AMENDMENT OF AND ACCESSION TO THE COMPOSITE GUARANTEE & DEBENTURE DATED 19/06/98

J.P.MORGAN EUROPE LIMITED,AS SECURITY TRUSTEE FOR THE SECURED PARTIES

A COMPOSITE GUARANTEE AND DEBENTURE BETWEEN POLESTAR,THE POLESTAR CORPORATION PLC,CERTAIN SUBSIDIARIES OF POLESTAR AND J.P.MORGAN EUROPE LIMITED

CHASE MANHATTAN INTERNATIONAL LIMITED (AS SECURITY TRUSTEE FOR ITSELF AND INVESTCORP FUNDINGLIMITED)

A COMPOSITE GUARANTEE AND DEBENTURE BETWEEN THE CHARGOR, THE POLESTAR CORPORATION PLC, CERTAIN SUBSIDIARIES OF THE CHARGOR AND CHASE MANHATTAN INTERNATIONAL LIMITED

CHASE MANHATTAN INTERNATIONAL LIMITED (THE "SECURITY AGENT")

LEGAL MORTGAGE

CHASE MANHATTAN INTERNATIONAL LIMITED

COMPOSITE GUARANTEE AND DEBENTURE

CHEMICAL INVESTMENT BANK LIMITEDAS SECURITY AGENT (AS DEFINED THEREIN)

COMPOSITE GUARANTEE AND DEBENTURE

STANDARD CHARTERED BANK THEREIN)AS AGENT AND TRUSTEE FOR THE LENDERS (AS DEFINED

SUPPLEMENTAL DEED

THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND.RAFT BANKAS AGENT AND TRUSTEE FOR THE BANKS AND THE OVERD

GUARANTEE & DEBENTURE

STANDARD CHARTERED BANKAS AGENT AND TRUSTEE FOR THE LENDERS

GUARANTEE & DEBENTURE

NATIONAL WESTMINSTER BANK PLC

DEBENTURE

NATIONAL WESTMINSTER BANK PLC

DEED