OMNETICA INVESTMENT LIMITED

Amendment agreement no.1 Relating to a financial instruments accounts pledge agreement dated 24 september 2002

Created on 05 Feb 2004

Delivered on 17 Feb 2004

Status fully-satisfied

Persons Entitled

Bayerische Hypo-Und Vereinsbank Ag, London Branch Acting for Itself and on Behalf of the Otherfinance Parties as Beneficiaries

Amount Secured

All monies due or to become due from the company as a senior borrower and as a guarantor to the security agent and/or the senior finance parties or any of the mezzanine finance parties on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

As security for the performance of the secured liabilities the pledgor agreed to pledge in favour of the beneficiaries who accepted the pledged account in accordance with article L.431-4 of the french monetary and financial code. See the mortgage charge document for full details.

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Amendment agrement to a delegation agreement relating to an intercompany loan agreement dated 24 september 2002

Created on 05 Feb 2004

Delivered on 17 Feb 2004

Status fully-satisfied

Persons Entitled

Bayerische Hypo-Und Vereinsbank Ag, London Branch Acting for Itself and in the Name and Onbehalf of the Finance Parties

Amount Secured

All monies due or to become due from the company to the finance parties under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

All amounts due under the finance documents up to the amounts due under the intercompany loan agreement. See the mortgage charge document for full details.

Transactions

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Debenture

Created on 05 Feb 2004

Delivered on 13 Feb 2004

Status fully-satisfied

Persons Entitled

Bayerische Hypo-Und Vereinsbank Ag, London Branch (The Security Agent)

Amount Secured

All monies due or to become due from the company to the chargee and/or the finance parties and/or any receiver under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

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.

Transactions

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Deed of amendment to the debenture dated 24 september 2002

Created on 25 Jun 2003

Delivered on 08 Jul 2003

Status fully-satisfied

Persons Entitled

Bayerische Hypo-Und Vereinsbank Ag, London Branch

Amount Secured

All indebtedness and other liabilities due or to become due from the company to the chargee (as security agent) and/or the finance parties and/or any receiver on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

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.

Transactions

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Deed of amendment to the assignment of hedging agreemen ts by way of security dated 19TH december 2002

Created on 05 Feb 2003

Delivered on 05 Feb 2003

Status fully-satisfied

Persons Entitled

Bayerische Hypo-Und Vereinsbank Ag, London Branch

Amount Secured

All indebtedness and other liabilities due or to become due from the company to the chargee (as security agent) and/or the finance parties and/or any receiver on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

All right title and interest in each of the hedging agreements. See the mortgage charge document for full details.

Transactions

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The charge over shares

Created on 19 Dec 2002

Delivered on 24 Dec 2002

Status fully-satisfied

Persons Entitled

Bayerische Hypo-Und Vereinsbank Ag,London Branch (As Security Agent)

Amount Secured

All indebtedness and other liabilities due or to become due from the company to the security agent and/or the finance parties under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

By way of first fixed charge,all the company's interest in the charged assets.. See the mortgage charge document for full details.

Transactions

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The assignment of hedging agreements by way of security

Created on 19 Dec 2002

Delivered on 24 Dec 2002

Status fully-satisfied

Persons Entitled

Bayerische Hypo-Und Vereinsbank Ag,London Branch (As Security Agent)

Amount Secured

All indebtedness and other liabilities due or to become due from the company to the security agent and/or the finance parties and/or any receiver under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

All rights,title,interest and benefits present and future of the company in,under or in respect of and the right to enforce each of the hedging agreements together with the benefit of all rights and claims,representations, warranties and remedies which such assigning company may have against any third party in respect of those hedging agreements.. See the mortgage charge document for full details.

Transactions

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Financial instruments accounts pledge agreement

Created on 24 Sep 2002

Delivered on 10 Oct 2002

Status fully-satisfied

Persons Entitled

Bayerische Hypo-Und Vereinsbank Ag

Amount Secured

All monies due or to become due from the company to the security agent and/or the beneficiaries under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

The pledged account in accordance with article L.431-4 of the french monetary and financial code. See the mortgage charge document for full details.

Transactions

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Delegation agreement relating to intercompany loan agreement

Created on 24 Sep 2002

Delivered on 10 Oct 2002

Status fully-satisfied

Persons Entitled

Bayerische Hypo-Und Vereinsbank Ag

Amount Secured

All monies due or to become due from the company to the finance parties under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

Pursuant to articles 1275 et seq. Of the french code civil, the delegant delegated to the delegue to the delegataires for the payment of all amounts due under the finance documents up to the amounts due under the intercompany loan agreement. See the mortgage charge document for full details.

Transactions

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The charge over bank accounts

Created on 24 Sep 2002

Delivered on 02 Oct 2002

Status fully-satisfied

Persons Entitled

Bayerische Hypo-Und Vereinsbank Ag,London Branch (As Security Agent)

Amount Secured

All monies due or to become due from the company to the security agent and/or the finance parties under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

By way of fixed charge all of its bank balances.

Transactions

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Debenture

Created on 24 Sep 2002

Delivered on 02 Oct 2002

Status fully-satisfied

Persons Entitled

Bayerische Hypo-Und Vereinsbank Ag, London Branch (As Security Agent)

Amount Secured

All monies due or to become due from the company to the security agent and/or the finance parties and/or any receiver under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

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.

Transactions

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