P1 Intermediate Two Limited

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