JHSW LIMITED

Custody agreement

Created on 15 Jun 1998

Delivered on 18 Jun 1998

Status outstanding

Persons Entitled

Banque Paribas

Amount Secured

All monies due or to become due from the company to the chargee under the custody agreement

Short Particulars

All cash and securities held in any account opened by the chargee in the name of the chargor pursuant to the custody agreement.

Transactions

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Supplemental deed to security and trust deed and to custodian agreement

Created on 26 Sep 1997

Delivered on 29 Sep 1997

Status outstanding

Persons Entitled

Bankers Trustee Company Limited as Trustee for and on Behalf of Moortown Investments Limited

Amount Secured

All monies, debts, liabilities, obligations and undertakings at any time due, owing or incurred by the company to the chargee under the option agreement dated 12 september 1997 or otherwise at any time due, owing or incurred by the company under the security and trust deed dated 12 september 1997

Short Particulars

The replacement notes defined in scheudle 1 to the form 395 being: £10 million, bradford & bingley, maturity 28/6/98 isin code XS0059483122 and others as defined together with the right to interest and/or distributions in respect thereof. See the mortgage charge document for full details.

Transactions

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Security and trust deed (the "security and trust deed" dated 12 september 1997 and amended by a supplemental deed (the "supplemental deed") dated 25 september 1997))

Created on 26 Sep 1997

Delivered on 29 Sep 1997

Status fully-satisfied

Persons Entitled

Bankers Trustee Company Limited as Trustee for and on Behalf of Moortown Investments Limited

Amount Secured

All monies, debts, liabilities, obligations and undertakings at any time due, owing or incurred by the company to the chargee under the option agreement dated 12 september 1997 or otherwise at any time due, owing or incurred by the company under the security and trust deed

Short Particulars

The notes being: the various securities listed in schedule 1 to the form M395 being £5 million of a floating rate note due 12/11/99 issued by birmingham midshires building society on 8/11/94 under its note programme 9ISIN code XS0053678248) and the others as defined, together with the right to interest and/or distribution in respect thereof. See the mortgage charge document for full details.

Transactions

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Custody agreement

Created on 08 Jul 1997

Delivered on 28 Jul 1997

Status outstanding

Persons Entitled

Banque Paribas

Amount Secured

All monies due or to become due from the company to the chargee in connection with the custody agreement

Short Particulars

All cash in the cash account as described in clause 3 of the custody agreement and all stocks, shares, bonds, notes debentures or other securities held for the account of the company by the bank.

Transactions

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Fixed charge debenture

Created on 13 Dec 1996

Delivered on 24 Dec 1996

Status outstanding

Persons Entitled

Sdhk Group Company Limited

Amount Secured

The obligations of the company to the chargee under the issue of us$30,000,000 in principal amount of its zero coupon note

Short Particulars

All rights ataching or relating to the "c" certificates issued by schroders asia limited (as trustee) in relation to any amounts payable to schroders asia limited under a loan agreement dated 12 december 1995 between schroders asia limited and wallace & harper company limited and guaranteed by sime darby hong kong limited. See the mortgage charge document for full details.

Transactions

Fixed charge debenture

Created on 13 Dec 1996

Delivered on 24 Dec 1996

Status outstanding

Persons Entitled

Sdhk Group Company Limited

Amount Secured

The obligations of the company to the chargee under the issue of us$155,000,000 in principal amount of its zero coupon note

Short Particulars

All rights attaching and relating to the "c" certificates issued by schroders asia limited (as trustee) in relation to amounts payable under a loan agreement dated 12 december 1995 between schroders asia limited and bmw concessionaries (hk) limited and guaranteed by sime darby hong kong limited. See the mortgage charge document for full details.

Transactions

Equitable charge

Created on 23 Sep 1996

Delivered on 30 Sep 1996

Status fully-satisfied

Persons Entitled

Derry Street Finance Limited

Amount Secured

All monies due or to become due from the company to the chargee under the option agreement dated 23RD september 1996 or under the equitable charge

Short Particulars

The benefit and right of repayment of principal by daily mail and general investments PLC to the company pursuant to the £100,000,000 credit agreement between the daily mail and general trust PLC and associated newspapers holdings limited (as borrowers and guarantors) and the company dated 22ND july 1996 (excluding for the avoidance of doubt interest costs and fees which includes without limitation any loss incurred by the company in terminating any interest swap agreement or other hedging agreement entered into by the company for the purpose of funding the credit agreement or any part thereof) pursuant to which daily mail and general investments PLC (having entered into an accession agreement and become a borrower under the agreement) drew down £100,000,000 on the 31ST july 1996; the benefit and right in any moneys received in repayment or prepayment of the credit agreement pending its investment in suitable replacement security and the benefit and right to receive all moneys (other than in respect of interest costs and fees) payable to and received by the company under the guarantee contained in cluase 19 of the credit agreement.. See the mortgage charge document for full details.

Transactions

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Security assignment

Created on 02 Feb 1995

Delivered on 03 Feb 1995

Status fully-satisfied

Persons Entitled

Bankers Trustee Company Limited (As Trustee for the Beneficiaries Under the Deed Poll)

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the security assignment and/or a deed poll dated 2ND february 1995

Short Particulars

All the companys rights title and interest in and to the call and put option agreement dated 2ND february 1995. see the mortgage charge document for full details.

Transactions

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Security assignment

Created on 30 Dec 1994

Delivered on 18 Jan 1995

Status fully-satisfied

Persons Entitled

Bankers Trustee Company Limited as Trustee for the Beneficiaries Under the Deed Poll(As Definded)

Amount Secured

All monies due or to become due from company to the chargees pursuant to the terms of a security assignment or a deed poll of even date

Short Particulars

All the company's rights title and interest in and to :- the call and put option agreement dated 30/12/94. see the mortgage charge document for full details.

Transactions

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Custody agreement

Created on 19 May 1992

Delivered on 22 May 1992

Status outstanding

Persons Entitled

Morgan Guaranty Trust of New York

Amount Secured

All monies due or to become due from the company to the chargee in connection with the custody agreement

Short Particulars

All the cash from time to time in the cash accounts described in clause 5 and the appendix b (see form 395 for full details).

Transactions

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Collateral agreement

Created on 09 Jun 1989

Delivered on 14 Jun 1989

Status outstanding

Persons Entitled

Morgan Guaranty Trust Company of New York.

Amount Secured

All monies due or to become due from the company to the chargee relating to or resuiting from the borrowers use of the euro clear system on any account whatsoever.

Short Particulars

All collateral including in particular cash and securities clearance accounts opened in connection with the euro clear system by the brussels office of morgan guaranty on its books in the name of the company (doc ref M14).

Transactions