BSB HOLDINGS LIMITED

Supplemental deed

Created on 02 Mar 1995

Delivered on 03 Mar 1995

Status outstanding

Persons Entitled

Lloyds Bank PLC Trust)(As Trustee of the Schroder Exempt Property Unit

Amount Secured

All monies due or to become due from the company to the chargee under a deed of rental deposit dated 19TH february 1990

Short Particulars

The company's interest in and all money from time to time withdrawn from a deposit account. See the mortgage charge document for full details.

Transactions

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Deed

Created on 05 Apr 1993

Delivered on 15 Apr 1993

Status outstanding

Persons Entitled

Placeclever Limited

Amount Secured

All monies due or to become due from the company to the chargee under the primary agreements (as defined)

Short Particulars

The unsecured loan stock of british sky briadcasting limited and all loan stock and all interest dividends rights and benefits.

Transactions

Deed

Created on 05 Apr 1993

Delivered on 15 Apr 1993

Status outstanding

Persons Entitled

Chargeurs

Amount Secured

All monies due or to become due from the company to the chargee under the primary agreements (as defined)

Short Particulars

The unsecured loan stock of brithish sky broadcasting limited and all loan stock of british sky broadcasting limited and all interest dividends and all interest rights and benefits.

Transactions

Deed

Created on 05 Apr 1993

Delivered on 15 Apr 1993

Status outstanding

Persons Entitled

Themescene Limited

Amount Secured

All monies due or to become due from the company to the chargee under the primary agreements (as defined)

Short Particulars

The unsecured loan stock of british sky broadcasting limited and all interest dividends rights and benefit and all indebtedness.

Transactions

Deed

Created on 07 Feb 1992

Delivered on 27 Feb 1992

Status outstanding

Persons Entitled

Skillslot Limited

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the primary agreements (as defined ) and this deed

Short Particulars

All interest,dividends,rights and benefits arising from the securities described see doc for details.

Transactions

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Deed

Created on 07 Feb 1992

Delivered on 26 Feb 1992

Status outstanding

Persons Entitled

Themescene Limited

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the primary agreements (as defined ) and the loan facilities agreement dated 31/05/91

Short Particulars

All interest,dividends,rights and benefits arising from the securities see doc for full details.

Transactions

Charge

Created on 05 Jun 1991

Delivered on 25 Jun 1991

Status outstanding

Persons Entitled

Skillslot LTD.

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the primary agreements (as defined ) and or this char ge.

Short Particulars

All interest dividends, rights and benefits arising from the securities. (See form 395 for full details).

Transactions

Charge

Created on 05 Jun 1991

Delivered on 25 Jun 1991

Status outstanding

Persons Entitled

Reed International PLC

Amount Secured

All monies due or to become due from the company to the chargee under the terms of any of the primary agreements (as defined) and or this charge

Short Particulars

All interest dividends rights and benefits arising from the securities see form 395 for full details.

Transactions

Charge

Created on 31 May 1991

Delivered on 14 Jun 1991

Status outstanding

Persons Entitled

Pearson PLC

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the primary agreements as amended by a pro-rata deed dated 5/6/91

Short Particulars

The scheduled securities interest dividends rights and benefits see form 395 for full details.

Transactions

Charge

Created on 31 May 1991

Delivered on 14 Jun 1991

Status outstanding

Persons Entitled

Granada Group PLC

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the primary agreements as amended by a pro-rata deed dated 5/6/91

Short Particulars

The scheduled securities interest dividends rights and benefits see form 395 for full details.

Transactions

Charge

Created on 31 May 1991

Delivered on 14 Jun 1991

Status outstanding

Persons Entitled

Themercane Limited

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the primary agreements as amended by a pro-rata deed dated 5/6/91

Short Particulars

The scheduled securities interest dividends rights and benefits see form 395 for full details.

Transactions

Charge

Created on 31 May 1991

Delivered on 14 Jun 1991

Status outstanding

Persons Entitled

Placeclever Limited

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the primary agreements as amended by a pro-rata deed dated 5/6/91

Short Particulars

The scheduled securities interest dividends rights and benefits see form 395 for full details.

Transactions

Charge

Created on 31 May 1991

Delivered on 14 Jun 1991

Status outstanding

Persons Entitled

Chargeurs

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the primary agreements as amended for pro-rata deed dated 05/6/91

Short Particulars

The scheduled securities interest dividends rights and benefits see form 395 for full details.

Transactions

Deed of charge

Created on 16 Oct 1990

Delivered on 18 Oct 1990

Status fully-satisfied

Persons Entitled

Bankers Trustee Company Limitedas Trustee for the Secured Persons

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee under the terms of an project financing agreement (as defined)

Short Particulars

All the subsidiary shares, all present and future rights and future assets (for more details see form 395 ref M40).

Transactions

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Deed of charge of securities

Created on 15 Oct 1990

Delivered on 25 Oct 1990

Status outstanding

Persons Entitled

Pearson PLC

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

£120,000,002 ordinary shares all interest, dividends, rights and benefits see form 395 (ref 44) for full details.

Transactions

Deed of charge of securities

Created on 15 Oct 1990

Delivered on 25 Oct 1990

Status outstanding

Persons Entitled

Reed International PLC

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

£120,000,002 ordinary shares all interest, dividends, rights and benefits see form 395 (ref 43) for full details.

Transactions

Deed of charge of securities

Created on 15 Oct 1990

Delivered on 25 Oct 1990

Status outstanding

Persons Entitled

Chargeurs

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

£120,000,002 ordinary shares all interest, dividends rights and benefits see form 395 (ref 42) for full details.

Transactions

Deed of charge of securities

Created on 15 Oct 1990

Delivered on 25 Oct 1990

Status outstanding

Persons Entitled

Granada PLC

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

£120,000,002 ordinary shares all interest, dividends, rights and benefits see form 395 (ref 41) for full details.

Transactions

Assignment by way of security

Created on 01 Mar 1990

Delivered on 13 Mar 1990

Status outstanding

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee under the terms of a guarantee dated 27.10.88 not exceeding us $68,796,232,74

Short Particulars

Pursuant to clause 1 of the assignment bsb has, as beneficial owner, assigned absolutely all of its present and future rights title and interest in and to the forward exchange contracts details set out below (please see doc 395 m/101/l 14/3 for complete details).

Transactions

Assignment by way of security

Created on 23 Feb 1990

Delivered on 13 Mar 1990

Status outstanding

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee under the terms of a guarantee dated 27.10.88 not exceeding us $68,796,232,74

Short Particulars

Pursuant to clause 1 of the assignment bsb has as beneficial owner assignal absolutely the debt represented by the sum of $1 deposited by bsb in the dollar account (as defined below) please see doc 395/17/395/105/14/3 for complete details.

Transactions

Assignment

Created on 23 Feb 1990

Delivered on 13 Mar 1990

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the charge

Short Particulars

Pursuant to clause 2 of the assignment bsb has, as beneficial owner assigned absolutely to barclays all moneys for the time being and from time to time deposited by bsb in and standing to the criedt of the account, opened by bsb with bsw (please see doc 395/m 103/4 14/3 for full details).

Transactions

Assignment by way of security

Created on 23 Feb 1990

Delivered on 13 Mar 1990

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee under the terms of a facility letter of even date

Short Particulars

Pursuant to clause 1 of the assignment bsb nos, as beneficial owner, assignal absolutely the debt represented by the sum of $1 deposited bsb in the dollar acount. (Please see doc 395/m/102/l/14/3 for full details).

Transactions

Deed

Created on 19 Feb 1990

Delivered on 02 Mar 1990

Status outstanding

Persons Entitled

Ruliregal Limited

Amount Secured

All monies due or to become due from the company to the chargee under the terms of a lease of even date

Short Particulars

Joint deposit account of national westminister bank PLC (account no 59208015).

Transactions

Assignment

Created on 15 Feb 1990

Delivered on 26 Feb 1990

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee under the terms of a counter. Indemnity dated 15.2.90

Short Particulars

All monies standing to the credit of account of the company with barclays de zoete wedd limited account no 810018100.

Transactions

Assignment

Created on 19 Dec 1989

Delivered on 03 Jan 1990

Status outstanding

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee in respect of any documentory credit issued after the date of the assignm ent in favour of matsushita electric works LTD and designated by written notice from the bank to the company as a secured a credit for time purposes of the ass ignment

Short Particulars

All monies for the time being and from time to time deposited and standing to the credit of the account with barclays de zoete wedd limited.

Transactions