P1 INTERMEDIATE TWO LIMITED: Encargos

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.

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

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.

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.