P1 Intermediate Two Limited

Bankers Trustee Company Limited (The "Security Trustee")

By way of first fixed equitable mortgage all of its right title interest and benefit present and future in and to the parent original securities and all its right title interest and benefit in and options to acquire shares stocks debenture stocks debentures and other securities for the time being owned by it and/or any nominee on its behalf now or in the future and all dividends and interest paid or payable in relatation thereto,. See the mortgage charge document for full details.

In favour of the chargee the moneys and liabilities which each obligor (as defined) covenants in clause 2.1 of the security trust deed to pay or discharge and all claims, demands and damages for breach of any such covenant, and references to the secured amounts includes references to any of them and following substitution of the issuer in accordance with clause 12.2 of the funding loan agreement also includes the issuer secured amounts (the "secured amounts")

Bankers Trust Company(As Agent and Trustee for Itself as Security Agent and Trustee for the Lenders)

The "security assets" being all shares voting rights and dividends purtaing thereto. See the mortgage charge document for full details.

All monies due or to become due from the company and/or all or any other companies named therein (each an obligor) under the terms of the senior finance documents, the subordinated finance documents and the hedging documents or any of them together with any rights thereof

Bankers Trust Company (The "Security Agent")

The f/h land k/a alton towers wooton lane alton t/n SF28273, f/h land lying to the south of high street alton t/n SF309184, f/h land k/a the old mill lying to the east and west sides of farley lane alton t/n SF286312 (for details of further properties charged please refer to form 395). fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery. See the mortgage charge document for full details.

All monies due or to become due from each obligor to the chargee as agent and trustee for itself and each of the lenders (the security agent) under each or any of the senior finance documents, the subordinated finance documents and the hedging documents

The Sumitomo Bank,Limitedas Agent and Security Trustee for the Finance Parties as Defined in the Credit Facility Agreement

The chargor with full title guarantee charges and assigns absolutely the charged securities (other than the securities) to the security trustee by way of first fixed security all dividends and interest paid and other moneys in respect of the charged securities must:until the occurrence of an enforcement event be paid to the chargor and if received by the security trustee be paid by it to the chargor;after the occurrence of an enforcement event be held by the chargor upon trust for the security trustee and forthwith upon receipt be delivered to the security trustee.

All obligations and liabilities whatsoever of the millennium wheel company limited to each finance party (as defined) under each finance document (as defined)