DEBENTURE (Multiple Chargors) Dated 3 February 1998 BETWEEN PACIFICORP SERVICES LIMITED and PACIFICORP FINANCE (UK) LIMITED and PACIFICORP ACQUISITIONS as Chargors and CITIBANK, N.A. as Security Agent THIS DEBENTURE IS ENTERED INTO WITH THE BENEFIT OF...

EXHIBIT 99(b)(4)

EXECUTION COPY

DEBENTURE
(Multiple Chargors)

Dated 3 February 1998

BETWEEN

PACIFICORP SERVICES LIMITED

and

PACIFICORP FINANCE (UK) LIMITED

and

PACIFICORP ACQUISITIONS
as Chargors

and

CITIBANK, N.A.
as Security Agent

THIS DEBENTURE IS ENTERED INTO WITH
THE BENEFIT OF AND SUBJECT TO THE TERMS OF AN
INTERCREDITOR AGREEMENT AS REFERRED TO IN THE
FACILITY AGREEMENT REFERRED TO HEREIN

▇▇▇▇▇▇▇▇ Chance
London

TABLE OF CONTENTS

Clause Page

1. Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2. Covenant to Pay . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

3. Charges on Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

4. Floating Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

5. Continuing Security, etc. . . . . . . . . . . . . . . . . . . . . . . . 8

6. Representations and Warranties. . . . . . . . . . . . . . . . . . . . . 12

7. Undertakings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

8. Special Provisions relating to the Security Shares . . . . . . . . . . 14

9. When Security becomes Enforceable . . . . . . . . . . . . . . . . . . . 16

10. Enforcement of Security . . . . . . . . . . . . . . . . . . . . . . . . 16

11. Receiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

12. Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . 20

13. No Liability as Mortgagee in Possession . . . . . . . . . . . . . . . . 20

14. Protection of Third Parties . . . . . . . . . . . . . . . . . . . . . . 21

15. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

16. Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

17. Delegation by Security Agent. . . . . . . . . . . . . . . . . . . . . . 22

18. Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . . . . 22

19. Redemption of Prior Mortgages . . . . . . . . . . . . . . . . . . . . . 23

20. Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

21. New Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

22. Stamp Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

23. Assignments, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

24. Waivers, Remedies Cumulative. . . . . . . . . . . . . . . . . . . . . . 25

25. Set-Off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

26. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

27. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

28. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

29. Covenant to Release . . . . . . . . . . . . . . . . . . . . . . . . . . 27

30. Governing Law and Jurisdiction. . . . . . . . . . . . . . . . . . . . . 27

SCHEDULE 1
The Chargors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

SCHEDULE 2
Group Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

SCHEDULE 3
Form of Deed of Accession . . . . . . . . . . . . . . . . . . . . . . . 32

THIS DEBENTURE is dated 3 February 1998 and is made between:

(1) PACIFICORP SERVICES LIMITED a company incorporated under the laws of
England and Wales (No. 3366016) whose registered office is at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ("Services");

(2) THE COMPANIES identified in Schedule 1 (together with each company which
becomes a party hereto by executing a Deed of Accession, each a "Chargor",
together the "Chargors"); and

(3) CITIBANK, N.A., ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (the "Security
Agent") as agent and trustee for itself and each of the Lenders (as
defined below).

WHEREAS:

(A) The Banks (as defined in the Facility Agreement referred to below) have
agreed to make available to the Borrowers (as defined in the Facility
Agreement) certain term loan and revolving credit facilities (the
"Facilities") on and subject to the terms of the Facility Agreement.

(B) It is a condition precedent to the Banks making the Facilities available
that the Chargors enter into this Debenture.

(C) It is intended by the parties hereto that this document shall take effect
as a deed notwithstanding the fact that a party may only execute this
document under hand.

NOW IT IS AGREED as follows:

1. Interpretation

1.1 Definitions

In this Debenture:

"Declared Default" means an Event of Default which has resulted in the
Facility Agent serving notice under any provision of Clause 24.2 of the
Facility Agreement and/or an Event of Default (as defined therein) under
the Powercoal Facility Agreement which has resulted in the Paying Agent
(as defined therein) serving notice under any provision of Article VII
of the Powercoal Facility Agreement;

"Deed of Accession" means a deed substantially in the form set out in
Schedule 3 hereto;

"Default Rate" means, until the Discharge Date, at any time, a rate
determined in accordance with Clause 11.3 of the Facility Agreement;

"Discharge Date" means the date on which all the Secured Liabilities
arising pursuant to or in respect of any of the Finance Agreements and the
PA Note have been unconditionally and irrevocably paid and discharged in
full and all commitments cancelled;

"Facility Agent" means Citibank International plc in its capacity as agent
under the Facility Agreement and its permitted successors and assigns;

"Facility Agreement" means the facility agreement dated 3 February 1998
between Services, Finance, PA, the Arrangers, the Original Banks, the LC
Bank (each as defined therein), the Facility Agent and the Security Agent,
together with each Borrower Accession Agreement, Guarantor Accession
Agreement and Substitution Certificate relating thereto and any and each
other agreement or instrument supplementing or amending it;

"Finance Agreements" means the Finance Documents and any Refinancing
Agreement;

"Group Shares" means all shares specified in Schedule 2, or, when used
in relation to a particular Chargor, such of those shares as are
specified against its name in Schedule 2 together in each case with all
other stocks, shares, debentures, bonds, warrants, coupons or other
securities and investments now or in the future owned by any or (when
used in relation to a particular Chargor) that Chargor from time to time
excluding all Shares now or in the future owned by any Chargor from time
to time until the de-listing on The New York Stock Exchange of TEG's
American Depositary Receipt Shares whereupon all such Shares shall
become Group Shares and be subject to the security created by this
Debenture;

"Lender" means each of the Facility Agent, the ▇▇ ▇▇▇▇▇, the Hedging
Banks, the Security Agent, the Arrangers and the Banks parties to or
having an interest under the Finance Documents from time to time, and
prior to the completion of the Asset Split, in accordance with the
Facility Agreement, Powercoal in its capacity as lender under the PA
Note, and any creditor (or any agent, trustee or arranger) in respect of
Borrowings incurred under a Refinancing Agreement;

"Receiver" means a receiver and manager or (if the Security Agent so
specifies in the relevant appointment) a receiver;

"Refinancing Agreement" means a document providing for Borrowings
satisfying the requirements of the proviso to Clause 21.3(a) (Negative
Pledge) of the Facility Agreement (as in force at the date of this
Debenture) provided that PA in accordance with such proviso has required
such Borrowings to be so secured;

"Related Rights" means, in relation to the Group Shares, all dividends and
other

distributions paid or payable after the date hereof on all or any of the
Group Shares and all stocks, shares, securities (and the dividends or
interest thereon), rights, money or property accruing or offered at any
time by way of redemption, bonus, preference, option rights or otherwise
to or in respect of any of the Group Shares or in substitution or
exchange for any of the Group Shares;

"Secured Liabilities" means all present and future obligations and
liabilities (whether actual or contingent and whether owed jointly or
severally or in any other capacity whatsoever) of each Obligor to the
Lenders (or any of them) under each or any of the Finance Agreements
together with all costs, charges and expenses incurred by any Lender in
connection with the protection, preservation or enforcement of its
respective rights under the Finance Agreements or any other document
evidencing or securing any such liabilities and, prior to the completion
of the Asset Split in accordance with the terms of the Facility
Agreement and the Structure Memorandum, all present and future
obligations of PA to Powercoal under and in respect of the PA Note (the
"Powercoal/PA Liabilities"), PROVIDED THAT with effect from the
completion of the Asset Split as aforesaid, the Powercoal/PA Liabilities
shall cease to be included within the definition of Secured Liabilities
for all the purposes of this Debenture; and PROVIDED FURTHER THAT no
obligation or liability shall be included in the definition of Secured
Liabilities to the extent that, if it were so included, this Debenture
(or any part thereof) would constitute unlawful financial assistance
within the meaning of Sections 151 and 152 of the Companies ▇▇▇ ▇▇▇▇;

"Security Assets" means all assets, rights and property of the Chargors or
any of them the subject of any security created hereby or pursuant hereto
and includes, for the avoidance of doubt each Chargor's rights to or
interests in any chose in action and the Security Shares;

"Security Documents" means this Debenture and every other document entered
into by the Chargors pursuant to this Debenture;

"Security Period" means the period beginning on the date hereof and ending
on the Discharge Date;

"Security Shares" means the Group Shares and the Related Rights and in the
case of each Chargor means such of the Group Shares as are held by it at
the relevant time together with all Related Rights in respect thereof;

"Shares" has the meaning ascribed thereto in the Facility Agreement; and

"Share Mortgages" means the mortgages and charges created or purported to
be created by Clause 3 hereof.

1.2 Interpretation

(a) Save as expressly herein defined, capitalised terms defined in the
Facility Agreement shall have the same meaning when used herein.
Terms defined in the recitals to this Debenture have the same meaning
when used in the remainder of this Debenture.

(b) The provisions of Clause 1.2 of the Facility Agreement shall also
apply hereto as if expressly set out herein (mutatis mutandis) with
each reference to the Facility Agreement being deemed to be a
reference to this Debenture.

(c) For the avoidance of doubt, this Debenture (or any part thereof)
shall not constitute unlawful financial assistance for the purposes
of the proviso to the definition of Secured Liabilities in Clause
1.1 to the extent that it constitutes financial assistance within
the meaning of the Sections therein cited but the provisions of
Sections 155-158 of the Companies ▇▇▇ ▇▇▇▇ have been complied with
in respect of the giving of such financial assistance. Each
Chargor confirms that, if and to the extent that it is required by
law to do so, it has complied with the provisions of Section
155-158 of the Companies ▇▇▇ ▇▇▇▇.

(d) If the Security Agent (on the basis of legal advice received by it
for this purpose) reasonably considers that an amount paid by any
Obligor to any Lender under any Finance Agreement or the PA Note,
is capable of being avoided or otherwise set aside on the
liquidation or administration of such Obligor or otherwise, then
such amount shall not be considered to have been irrevocably paid
for the purposes hereof.

1.3 Certificates

A certificate of the Security Agent setting forth the amount of any
Secured Liability due from any Obligor shall in the absence of manifest
error, be prima facie evidence and shall be promptly notified to
Services, the relevant Borrower and the Banks or, in the case of any
amount of any Secured Liability in respect of a Refinancing Agreement,
the creditor under that Refinancing Agreement.

2. Covenant to Pay

2.1 Covenant

Each Chargor hereby, as primary obligor and not merely as surety,
covenants with the Security Agent (as agent and trustee as aforesaid)
that it will pay or discharge the Secured Liabilities on the due date
therefor in the manner provided in the relevant Finance Agreement or in
the PA Note. Any amount not paid hereunder in respect of or under any
Finance Agreement or the PA Note when due shall bear interest (as well
after, as before, judgment and payable on demand) at the Default Rate
from time to time from the due date until the date such amount is
unconditionally and irrevocably paid and discharged in full, save to the
extent that interest at such rate on such amount for such period is
charged pursuant to the relevant Finance Agreement and itself
constitutes a Secured Liability.

2.2 Right of Appropriation

Upon the occurrence of a Declared Default, and at any time thereafter
while the same is continuing, the Security Agent shall be entitled to
appropriate moneys and/or assets to the Secured Liabilities in such
manner or order as it sees fit (subject to Clause 12) and any such
appropriation shall override any appropriation by any Obligor. This
Clause 2.2 shall not, however, override the principle that (subject to
Clause 12) the Lenders are to share in recoveries on a pro rata basis.

3. Charges on Shares

Each Chargor, as sole beneficial owner and with full title guarantee,
hereby as continuing security for the payment, discharge and performance
of all the Secured Liabilities:

(a) mortgages and charges and agrees to mortgage and charge to the
Security Agent (as agent and trustee as aforesaid) all Group Shares
held now or in the future by it and/or any nominee on its behalf, the
same to be a security by way of a first mortgage; and

(b) mortgages and charges and agrees to mortgage and charge to the
Security Agent (as agent and trustee as aforesaid) all the Related
Rights accruing to all or any of the Group Shares held now or in the
future by it and/or any nominee on its behalf, the same to be a
security by way of a first mortgage or charge,

PROVIDED THAT:

(i) the provisions of this Clause 3, and the security created
thereby, shall not take effect in respect of Group Shares in a
company which is not

incorporated in any part of the United Kingdom unless and until
the consent of H.M. Treasury under section 765 of the Income and
Corporation Taxes Act 1988 is obtained permitting the giving of
such security over such Group Shares;

(ii) whilst no Declared Default exists, all dividends and other
distributions paid or payable as referred to in paragraph (b)
above may be paid directly to the relevant Chargor free from
the security created hereunder (in which case the Security
Agent or its nominee shall execute any necessary dividend
mandate) and, if paid directly to the Security Agent, shall be
paid promptly by it to the relevant Chargor; and

(iii) subject to Clause 8.2, whilst no Declared Default exists, all
voting rights attaching to the relevant Group Shares may be
exercised by the relevant Chargor or, where the shares have
been registered in the name of the Security Agent or its
nominee, as the relevant Chargor may direct in writing, and
the Security Agent and any nominee of the Security Agent in
whose name such Group Shares are registered shall promptly
execute any form of proxy or other document reasonably
required in order for the relevant Chargor to do so.

4. Floating Charges

4.1 Creation of floating charge

Each Chargor as beneficial owner and with full title guarantee, as
security for the payment, discharge and performance of the Secured
Liabilities, charges in favour of the Security Agent (as agent and
trustee as aforesaid) by way of a first floating charge all its
undertaking and assets whatsoever and wheresoever both present and
future (including, without limitation, any undertaking and assets
situated in Scotland (whether or not the same may be mortgaged or
charged by way of standard security)), subject always to the Share
Mortgages or any other provision of this Debenture, PROVIDED THAT the
provisions of this Clause shall not apply to the Shares owned now or in
the future by PA until such time as such Shares shall be Group Shares,
in accordance with the terms of that definition.

4.2 Restrictions on dealing

Each Chargor undertakes to each Lender that, save as expressly permitted
or not prohibited under the terms of this Debenture and/or the Facility
Agreement, it will not:

(a) create or permit to subsist any Encumbrance over all or any of its
assets, rights or property other than pursuant to this Debenture or
any other Security Document; or

(b) part with, lease, sell, transfer, assign or otherwise dispose of or
agree to part with, lease, sell, transfer, assign or otherwise dispose
of all or any part of its assets, rights or property or any interest
therein,

PROVIDED THAT the provisions of this Clause shall not apply to the Shares
owned now or in the future by PA until such time as such Shares shall be
Group Shares, in accordance with the terms of that definition.

4.3 Conversion of Floating Charge

(a) The Security Agent may by notice to any Chargor convert the floating
charge hereby created into a specific charge as regards all or any of
such Chargor's assets, rights and property:

(i) if a Declared Default has occurred; or

(ii) if such Chargor fails to comply, or takes or threatens to take
any action which in the reasonable opinion of the Security Agent
is likely to result in it failing to comply with its obligations
under Clause 4.2.

(b) The floating charge hereby created shall (in addition to the
circumstances in which the same will occur under general law)
automatically be converted into a fixed charge over the assets, rights
and property of any Chargor on the convening of any meeting of the
members of such Chargor to consider a resolution to wind such Chargor
up.

(c) The giving by the Security Agent of a notice pursuant to paragraph (a)
above in relation to any class of any Chargor's assets, rights and
property shall not be construed as a waiver or abandonment of the
Security Agent's rights to give other similar notices in respect of
any other class of assets or of any other of the rights of the Lenders
(or any of them) or under any of the other Finance Agreements.

5. Continuing Security, etc.

5.1 Continuing security

The security constituted by this Debenture shall be continuing and will
extend to the ultimate balance of the Secured Liabilities, regardless of
any intermediate payment or discharge in whole or in part.

5.2 Breaking of accounts

If for any reason the security constituted hereby ceases to be a continuing
security in respect of any Obligor (other than by way of discharge of such
security), the Lenders (and each or any of them) may open a new account
with or continue any existing account with such Obligor and the liability
of each Chargor in respect of the Secured Liabilities relating to such
Obligor at the date of such cessation shall remain regardless of any
payments in or out of any such account.

5.3 Reinstatement

(a) Where any discharge (whether in respect of the obligations of any
Obligor or any security for those obligations or otherwise) is made in
whole or in part or any arrangement is made on the faith of any
payment, security or other disposition which is avoided or must be
restored on insolvency, liquidation or otherwise, without limitation,
the liability of each Chargor under this Debenture shall continue as
if the discharge or arrangement had not occurred.

(b) The Security Agent may concede or compromise any claim that any
payment, security or other disposition is liable to avoidance or
restoration.

5.4 Waiver of defences

(a) The liability of each Chargor hereunder will not be affected by any
act, omission, circumstance, matter or thing which, but for this
provision, would release or prejudice any of its obligations
hereunder, or prejudice or diminish such obligations in whole or in
part, including, without limitation, and whether or not known to any
Chargor, any Lender or any other person whatsoever:

(i) any time, indulgence or waiver granted to, or composition with,
any Obligor or any other person; or

(ii) the taking, variation, compromise, exchange, renewal or release
of, or refusal or neglect to perfect or take up or enforce any
rights or remedies against, or any security over assets of, any
Obligor or any other person or any non- presentment or
non-observance of any formality or other requirement in respect
of any instruments or any failure to realise the full value of
any other security; or

(iii) any legal limitation, disability, incapacity or lack of
powers, authority or legal personality of or dissolution or
change in the members or status of or other circumstance
relating to, any Obligor or any other person; or

(iv) any variation (however fundamental and whether or not involving
any increase in the liability of any Obligor thereunder) or
replacement of a Finance Agreement or the PA Note, or any other
document or security so that references to that Finance Agreement
or the PA Note, or other documents or security in this Debenture
shall include each such variation or replacement; or

(v) any unenforceability, illegality, invalidity or frustration of
any obligation of any Obligor or any other person under any
Finance Agreement or any other document or security, or any
failure of any other Obligor or proposed Obligor to become bound
by the terms of any Finance Agreement, in each case whether
through any want of power or authority or otherwise; or

(vi) any postponement, discharge, reduction, non-provability or other
similar circumstance affecting any obligation of any Obligor
under a Finance Agreement or affecting any obligation of PA under
the PA Note resulting from any insolvency, liquidation or
dissolution proceedings or from any law, regulation or order,
this Debenture be construed as if there were no such
circumstance,

to the intent that each Chargor's obligations under this Debenture
shall remain in full force, and this Debenture be construed
accordingly, as if there were no such circumstance, act, variation,
limitation, omission, unenforceability, illegality, matter or thing.

No Lender shall be concerned to see or investigate the powers or
authorities of any of the Chargors or their respective officers or
agents, and moneys obtained or Secured Liabilities incurred in
purported exercise of such powers or authorities or by any person
purporting to be an Obligor shall be deemed to form a part of the
Secured Liabilities, and Secured Liabilities shall be construed
accordingly.

(b) For the avoidance of doubt, each Chargor shall be bound by this
Debenture notwithstanding the fact that not all of the other members
of the Group may have executed this Debenture and/or any of the other
Security Documents required by the terms of the Finance Agreements to
be entered into by it or that any such document which has been entered
into may be invalid, unenforceable or otherwise ineffective.

5.5 Immediate Recourse

Each Chargor waives any right it may have of first requiring any Lender to
proceed against or enforce any other rights or security before enforcing
the security constituted hereby.

5.6 Appropriations

Upon and after the occurrence of a Declared Default and until all the
Secured Liabilities have been unconditionally and irrevocably paid and
discharged in full, each Lender may:

(a) refrain from applying or enforcing any other moneys, security or
rights held or received by it in respect of the Secured Liabilities or
apply and enforce the same in such manner and order as it sees fit
(whether against the Secured Liabilities or otherwise) and no Chargor
shall be entitled to the benefit of the same; and

(b) hold in a suspense account any moneys received from any Obligor or on
account of any Obligor's liability in respect of the Secured
Liabilities. Amounts standing to the credit of any such suspense
account shall bear interest at a rate considered by such Lender to be
a fair market rate.

5.7 Non-competition

Until all the Secured Liabilities have been unconditionally and irrevocably
paid and discharged in full, no Chargor shall by virtue of any payment
made, security realised or moneys received or recovered under any of the
Finance Agreements or the PA Note for or on account of the liability of any
other Obligor(s):

(a) be subrogated to any rights, security or moneys held, received or
receivable by any Lender, or be entitled to any right of contribution
or indemnity; or

(b) claim, rank, prove or vote as a creditor of any Obligor or its estate
in competition with any Lender; or

(c) unless the Security Agent directs it to do so after a Declared Default
has occurred and is continuing, receive, claim or have the benefit of
any payment, distribution or security from or on account of any
Obligor, or exercise any right of set-off as against any Obligor.

Each Chargor will hold in trust for and forthwith pay or transfer to the
Security Agent (acting as agent and trustee as aforesaid) any payment or
distribution or benefit of security received by it contrary to the above.
If any Chargor exercises any right of set-off contrary to the above, it
will forthwith pay an amount equal to the amount set-off to the Security
Agent (acting as agent and trustee as aforesaid).

5.8 Additional Security

This Debenture is in addition to and is not in any prejudiced by any way
other security now or hereafter held by any Lender.

5.9 Security held by the Chargor

No Chargor will without the prior written consent of the Security Agent
hold any security from any other Obligor in respect of such Chargor's
liability hereunder. Each Chargor will hold any security held by it in
breach of this provision on trust for the Security Agent (as agent and
trustee as aforesaid).

6. Representations and Warranties

6.1 To whom made

Each Chargor makes the representations and warranties set out in the balance of
this Clause 6 to each Lender.

6.2 Matters represented

(a) Security Shares

(i) It is and will (save as otherwise permitted by the Facility
Agreement) remain the sole beneficial owner of the Security
Shares and save where the Security Shares have been registered
in the name of the Security Agent or its nominee pursuant
hereto, it and/or its nominee is and will (save as otherwise
permitted by the Facility Agreement) remain the absolute legal
owner of the Security Shares.

(ii) The Share Mortgages constitute first priority security
interests over the Security Shares which are not subject to
any prior or pari passu Encumbrances.

(iii) It will not take any action whereby the rights attaching to
the Security Shares are altered or diluted.

(iv) The Group Shares are fully paid and non-assessable and neither
the Group Shares nor the Related Rights are subject to any
options to purchase or similar rights of any person.

(b) Security

Subject to the Reservations, this Debenture (i) constitutes its
legally binding obligation enforceable in accordance with its terms,
(ii) creates those Encumbrances it purports to create, and (iii) is
not liable to be avoided or otherwise set aside on its liquidation or
administration or otherwise.

6.3 Times for making representations and warranties

The representations and warranties set out in this Clause 6:

(a) will survive the execution of each Finance Agreement and the making of
each Utilisation under the Facility Agreement or, as the case may be,
a utilisation under a Refinancing Agreement;

(b) are made on the date hereof and are deemed to be repeated on each date
during the Security Period on which any of the representations and
warranties set out in Clause 20.1 of the Facility Agreement are
repeated, with reference to the facts and circumstances then existing.

7. Undertakings

7.1 Duration and with whom made

The undertakings in this Clause 7:

(a) shall remain in force throughout the Security Period; and

(b) are given by each Chargor to each Lender.

7.2 General Undertakings

Covenant to perform Each Chargor shall at all times comply with the terms
(express or implied) of this Debenture and the other Finance Agreements.

7.3 Undertakings relating to Group Shares

Deposit of securities. Each Chargor shall promptly deposit with the
Security Agent, or as the Security Agent may direct, all bearer
instruments, share certificates and other documents of title or evidence of
ownership in relation to such Group Shares as are owned by it, or in which
it has or acquires an interest, and their Related Rights; and shall execute
and deliver to the Security Agent all such share transfers and other
documents, as may be requested by the Security Agent, in order to enable
the Security Agent or its nominees to be registered as the owner or
otherwise to obtain a legal title to the same and, without limiting the
generality of the foregoing, shall deliver to the Security Agent on or
before the first Utilisation Date executed (and, if required to be stamped,
pre-stamped) share transfers for all Group Shares specified in Schedule 2
in favour of the Security Agent and/or its nominee(s) as transferees or, if
the Security Agent so directs, with the transferee left blank and shall
procure that all such share transfers are at the request of the Security
Agent promptly registered by the relevant company and that share
certificates in the name of the Security Agent and/or such nominee(s) in
respect of all Group Shares are promptly delivered to the Security Agent.
Each Chargor shall provide the Security Agent with certified copies of all
resolutions and authorisations approving the execution of such transfer
forms and registration of such transfers as the Security Agent may
reasonably require.

8. Special Provisions relating to the Security Shares

8.1 Registration on Transfer

Each Chargor hereby authorises the Security Agent (at any time) to arrange
for the Security Shares to the delivered to any nominee for the Security
Agent or any purchaser or transferee (under the powers of realisation
herein conferred) or registered as the Security Agent may feel appropriate
to perfect the security thereover and to transfer, or cause the Security
Shares to be transferred to and registered in the name of any suitably
qualified nominees of the Security Agent (as agent and trustee, as
aforesaid), and each Chargor undertakes from time to time promptly to
execute and sign all transfers, contract notes, powers of attorney and
other documents (and promptly to register any such transfer of the Security
Shares in the shareholders' register of such Chargor) which the Security
Agent may reasonably require for perfecting its title to any of the
Security Shares or for vesting the same in itself or its nominee or in any
purchasers or transferees (under the powers of realisation herein
conferred).

8.2 Powers

The Security Agent and its nominee may at any time after a Declared Default
has occurred and whilst the same is continuing, exercise or refrain from
exercising (in the name of each Chargor, the registered holder or otherwise
and without any further consent or authority from each Chargor and
irrespective of any direction given by any Chargor) in respect of the
Security Shares, any voting rights and any powers or rights under the terms
thereof or otherwise which may be exercised by the person or persons in
whose name or names the Security Shares are registered or who is the holder
thereof, including, without limitation, all the powers given to trustees by
Section 10(3) and (4) of the Trustee ▇▇▇ ▇▇▇▇ as amended by Section 9 of
the Trustee Investments Act 1961 in respect of securities or property
subject to a trust, PROVIDED THAT in the absence of notice from the
Security Agent, each Chargor may and shall continue to exercise any and all
voting rights with respect to the Group Shares subject always to the terms
hereof. No Chargor shall, without the previous consent in writing of the
Security Agent, exercise the voting rights attached to any of the Group
Shares in favour of resolutions having the effect of changing the terms of
the Group Shares (or any class of them) or any Related Rights or
prejudicing the security hereunder or impairing the value of the Security
Shares. Each Chargor hereby irrevocably appoints the Security Agent or its
nominees its proxy to exercise all voting rights so long as the Group
Shares remain registered in the names of the Chargors and to the extent
that the Security Agent is entitled to exercise such voting rights in
accordance with the terms of this Debenture.

8.3 Calls

Each Chargor during the continuance of this security will make all payments
which may become due in respect of any of the Security Shares and in the
event of default in making any such payment the Security Agent may if it
thinks fit make such payment on behalf of each Chargor. Any sums so paid
by the Security Agent shall be repayable by the relevant Chargor to the
Security Agent on demand together with interest at the Default Rate from
the date of such payment by the Security Agent, and pending such repayment
shall constitute part of the Secured Liabilities.

8.4 Liability to Perform

It is expressly agreed that, notwithstanding anything to the contrary
herein contained, each Chargor shall remain liable to observe and perform
all of the conditions and obligations assumed by it in respect of the
Security Shares and none of the Security Agent or the Lenders shall be
under any obligation or liability by reason of or arising out of the Share
Mortgages. None of the Lenders shall be required in any manner to perform
or fulfil any obligation of any Chargor in respect of the Security Shares,
or to make any payment, or to receive any enquiry as to the nature or
sufficiency of any payment received by them, or to present or file any
claim or take any other action to collect or enforce the payment of any
amount to which they may have been or to which they may be entitled
hereunder at any time or times.

8.5 Enforcement

Upon the occurrence of a Declared Default and at any time thereafter while
the same is continuing, the Security Agent shall be entitled to put into
force and exercise immediately as and when it may see fit any and every
power possessed by the Security Agent by virtue of the Share Mortgages or
available to a secured creditor (so that Sections 93 and 103 of the Law of
Property Act 1925 shall not apply to this security) and in particular
(without limitation):

(i) to sell all or any of the Security Shares in any manner permitted by
law upon such terms as the Security Agent shall in its absolute
discretion determine;

(ii) to collect, recover or compromise and give a good discharge for any
moneys payable to any Chargor in respect of the Security Shares or
in connection therewith; and

(iii) to act generally in relation to the Security Shares in such
manner as the Security Agent acting reasonably shall determine.

For the avoidance of doubt, each Chargor agrees that the enforceability of
the Share Mortgages is not dependent on the performance or non-performance
by any Lender of its respective obligations under the Finance Agreements.

9. When Security becomes Enforceable

The security constituted hereby shall become immediately enforceable upon
the occurrence of a Declared Default and at any time thereafter whilst the
same is continuing and the power of sale and other powers conferred by
Section 101 of the Law of Property ▇▇▇ ▇▇▇▇ as varied or amended by this
Debenture shall be immediately exercisable upon the occurrence of a
Declared Default and at any time thereafter whilst the same is continuing.
After the security constituted hereby has become enforceable, the Security
Agent may in its absolute discretion enforce all or any part of such
security in such manner as it sees fit or as the Majority Banks direct.

10. Enforcement of Security

10.1 General

For the purposes of all powers implied by statute the Secured Liabilities
shall be deemed to have become due and payable on the date hereof and
Section 103 of the Law of Property ▇▇▇ ▇▇▇▇ (restricting the power of sale)
and Section 93 of the same Act (restricting the right of consolidation)
shall not apply to this security. The statutory powers of leasing
conferred on the Security Agent shall be extended so as to authorise the
Security Agent to lease, make agreements for leases, accept surrenders of
leases and grant options as the Security Agent shall think fit and without
the need to comply with any of the provisions of sections 99 and 100 of the
Law of Property ▇▇▇ ▇▇▇▇.

10.2 Contingencies

(a) If the Security Agent enforces the security constituted by this
Debenture (whether by the appointment of a Receiver or otherwise) at a
time when no amounts are due under the Finance Agreements or the PA
Note (but at a time when amounts may become so due), the Security
Agent (or such Receiver) may pay the proceeds of any recoveries
effected by it into such number of interest bearing realisations
accounts as it considers appropriate.

(b) The Security Agent (or such Receiver) may (subject to the payment of
any claims having priority to this security) withdraw amounts standing
to the credit of such realisation accounts to:

(i) meet all costs, charges and expenses incurred and payment made
by the Security Agent (or such Receiver) in the course of such
enforcement;

(ii) pay remuneration to the Receiver as and when the same becomes
due and payable; and

(iii) meet amounts due and payable under the Finance Agreements
and the

PA Note;

in each case, together with interest thereon (as well after as before
judgment and payable on demand) at the Default Rate from the date the
same become due and payable until the date the same are
unconditionally and irrevocably paid and discharged in full (provided
that like interest payable under any of the Finance Agreements should
not be double counted).

(c) No Chargor will be entitled to withdraw all or any moneys (including
interest) standing to the credit of any such realisation account until
the expiry of the Security Period.

11. Receiver

11.1 Appointment of Receiver

(a) At any time after this security becomes enforceable or if any Chargor
so requests the Security Agent in writing at any time, the Security
Agent may without further notice appoint under seal or in writing
under its hand any one or more qualified persons to be a Receiver of
all or any part of the Security Assets in like manner in every respect
as if the Security Agent had become entitled under the Law of Property
▇▇▇ ▇▇▇▇ to exercise the power of sale thereby conferred.

(b) In this clause "qualified person" means a person who, under the
Insolvency ▇▇▇ ▇▇▇▇, is qualified to act as a receiver of the property
of any company with respect to which he is appointed or (as the case
may require) an administrative receiver of any such company.

11.2 Powers of Receiver

(a) Every Receiver appointed in accordance with Clause 11.1 shall have and
be entitled to exercise all of the powers set out in paragraph (b)
below in addition to those conferred by the Law of Property ▇▇▇ ▇▇▇▇
on any receiver appointed thereunder. A Receiver who is an
administrative receiver of any Chargor shall have all the powers of an
administrative receiver under the Insolvency ▇▇▇ ▇▇▇▇. If at any time
there is more than one Receiver of all or any part of the Security
Assets, each such Receiver may (unless otherwise stated in any
document appointing him) exercise all of the powers conferred on a
Receiver under this Debenture individually and to the exclusion of
each other Receiver:

(b) The powers referred to in the first sentence of paragraph (a) above
are:

(i) Take possession to take immediate possession of, get in and
collect the Security Assets or any part thereof;

(ii) Carry on business to carry on business of such Chargor as he
may think fit;

(iii) Protection of assets to make and effect all repairs and
insurances and do all other acts which such Chargor might do
in the ordinary conduct of its business as well for the
protection as for the improvement of the Security Assets;

(iv) Employees to appoint and discharge managers, officers, agents,
accountants, servants, workmen and others for the purposes
hereof upon such terms as to remuneration or otherwise as he
may think proper and to discharge any such persons appointed
by any such Chargor;

(v) Borrow Money for the purpose of exercising any of the powers,
authorities and discretions conferred on him by or pursuant to
this Debenture and/or of defraying any costs, charges, losses
or expenses (including his remuneration) which shall be
incurred by him in the exercise thereof or for any other
purpose, to raise and borrow money, either unsecured, or on
the security of the Security Assets or any part thereof, either
in priority to the security constituted by this Debenture,
or otherwise, and generally on such terms and conditions as
he may think fit and no person lending such money shall be
concerned to enquire as to the propriety or purpose of the
exercise of such power or to see to the application of any
money so raised or borrowed;

(vi) Sell assets to sell, exchange, convert into money and realise
all or any part of the Security Assets by public auction or
private contract and generally in such manner and on such
terms as he shall think proper. Without prejudice to the
generality of the foregoing, he may do any of these things
for a consideration consisting of cash, debentures or other
obligations, shares, stock or other valuable consideration and
any such consideration may be payable in a lump sum or by
instalments spread over such period as he may think fit.
All fixtures and fittings (including trade fixtures and
fittings) and fixed plant and machinery, other than
landlords' fixtures, may be severed and sold separately from
the property containing them without the consent of such
Chargor;

(vii) Leases to let all or any part of the Security Assets for
such term and at

such rent (with or without premium) as he may think proper
and to accept a surrender of any lease or tenancy thereof
on such terms as he may think fit (including the payment of
money to a lessee or tenant on a surrender);

(viii) Compromise to settle, adjust, refer to arbitration,
compromise and arrange any claims, accounts, disputes,
questions and demands with or by any person who is or claims
to be a creditor of such Chargor or relating in any way to
the Security Assets or any part thereof;

(ix) Legal Actions to bring, prosecute, enforce, defend and abandon
all such actions, suits and proceedings in relation to the
Security Assets or any part thereof as may seem to him to be
expedient;

(x) Receipts to give valid receipts for all moneys and execute all
assurances and things which may be proper or desirable for
realising the Security Assets;

(xi) Subsidiaries to form a subsidiary or subsidiaries of such
Chargor and transfer to any such subsidiary all or any part of
the Security Assets; and

(xii) General powers to do all such other acts and things as he
may consider desirable or necessary for realising the
Security Assets or any part thereof or incidental or
conducive to any of the matters, powers or authorities
conferred on a Receiver under or by virtue of this
Debenture, to exercise in relation to the Security Assets or
any part thereof all such powers, authorities and things as
he would be capable of exercising if he were the absolute
beneficial owner of the same and to use the name of such
Chargor for all or any of such purposes.

11.3 Removal and remuneration

The Security Agent may from time to time by writing under its hand (subject
to any requirement for an order of the court in the case of an
administrative receiver) remove any Receiver appointed by it and may,
whenever it may deem it expedient, appoint a new Receiver in the place of
any Receiver whose appointment may for any reason have terminated and may
from time to time fix the remuneration of any Receiver appointed by it.

11.4 Security Agent may exercise

To the fullest extent permitted by law, all or any of the powers,
authorities and discretions which are conferred by this Debenture (either
expressly or impliedly) upon a Receiver of the Security Assets may be
exercised after the security hereby created becomes enforceable by the
Security Agent in relation to the whole of such Security Assets or any part
thereof without first appointing a Receiver of such property or any part
thereof or notwithstanding the appointment of a Receiver of such property
or any part thereof.

12. Application of Proceeds

Any moneys received by the Security Agent, or by any Receiver appointed by
it pursuant to this Debenture and/or under the powers hereby conferred,
shall, after the security hereby constituted shall have become enforceable,
but subject to the payment of any claims having priority to this security
and to the Security Agent's and such Receiver's rights under Clause 10.2
and 11.2, be applied by the Security Agent for the following purposes and,
unless otherwise determined by the Security Agent or such Receiver, in the
following order or priority (but without prejudice to the right of the
Security Agent or any Lender to recover any shortfall from any Chargor):

(a) in satisfaction of or provision for all costs, charges and expenses
incurred and payments made by the Security Agent or any Receiver
appointed hereunder and of all remuneration due hereunder together
with interest on the foregoing (as well after as before judgment and
payable on demand) at the Default Rate from time to time from the date
the same become due and payable until the date the same are
unconditionally and irrevocably paid and discharged in full;

(b) in or towards repayment to the Security Agent of all amounts repayable
by the Chargors pursuant to Clause 8.3;

(c) in or towards payment of the Secured Liabilities under the Finance
Documents and the Refinancing Agreements pari passu (unless and to the
extent the relevant refinancing under any Refinancing Agreement is
undertaken on a basis subordinate to the Secured Liabilities under the
Finance Documents or, where applicable, such part of them as is then
due and payable in accordance with the terms of the Intercreditor
Agreement or any other intercreditor arrangements;

(d) in or towards payment of the Secured Liabilities under the Refinancing
Agreements to the extent the relevant refinancing under any
Refinancing Agreement is undertaken on a basis subordinate to the
Secured Liabilities under the Finance Agreements or such part of them
as is then due and payable in accordance with the terms of any
intercreditor arrangements entered into pursuant to Clause 18.2(c);
and

(e) in payment of the surplus (if any) to any Chargor or other person
entitled thereto.

13. No Liability as Mortgagee in Possession

The Security Agent shall not nor shall any Receiver appointed as aforesaid
by reason of it or the Receiver entering into possession of the Security
Assets or any part thereof be liable to account as mortgagee in possession
or be liable for any loss on realisation or for any default or omission
for which a mortgagee in possession might be liable. Every Receiver duly
appointed by the Security Agent under the powers in that behalf herein
contained shall be deemed to be the agent of the relevant Chargor for all
purposes and shall as such agent for all purposes be deemed to be in the
same position as a Receiver duly appointed by a mortgagee under the Law of
Property ▇▇▇ ▇▇▇▇. The relevant Chargor alone shall be responsible for his
contracts, engagements, acts, omissions, defaults and losses and for
liabilities incurred by him and neither the Security Agent nor any Lender
shall incur any liability therefor (either to Services, any other Chargor
or to any other person whatsoever) by reason of the Security Agent's making
his appointment as such Receiver or for any other reason whatsoever. Every
such Receiver and the Security Agent shall be entitled to all the rights,
powers, privileges and immunities by the Law of Property ▇▇▇ ▇▇▇▇ conferred
on mortgagees and receivers when such receivers have been duly appointed
under the said Act but so that Section 103 of the Law of Property ▇▇▇ ▇▇▇▇
shall not apply.

14. Protection of Third Parties

No purchaser, mortgagee or other person or company dealing with the
Security Agent or the Receiver or its or his agents shall be concerned to
enquire whether the Secured Liabilities have become payable or whether any
power which the Receiver is purporting to exercise has become exercisable
or whether any money remains due under this Debenture, the Finance
Agreements or the PA Note or to see to the application of any money paid to
the Security Agent or to such Receiver.

15. Taxes

All payments by any Chargor under this Debenture to or for the account of
any Lender shall be made without any set off, counterclaim or other
deductions and free and clear of and without deduction for or on account of
any Applicable Taxes (as provided for and subject to the qualifications and
exceptions in Clause 13.1 of the Facility Agreement). If any Applicable
Tax or amounts in respect thereof must be deducted, or any other deductions
must be made, from any amounts payable or paid by such Chargor, or paid or
payable by the Security Agent to another Lender, under this Debenture, or
any such payment shall otherwise be required to be made subject to any
Applicable Tax, such Chargor shall pay such additional amounts as may be
necessary to ensure that the relevant Lender receives a net amount equal to
the full amount which it would have received had payment not been made
subject to the Applicable Tax.

16. Expenses

16.1 Undertaking to pay

All reasonable costs, charges and expenses incurred and all payments made
by the Security Agent or any Receiver appointed hereunder in the lawful
exercise of the powers hereby conferred whether or not occasioned by any
act, neglect or default of any Chargor shall carry interest (as well after
as before judgment) at the Default Rate from time to time from the date on
which demand is made on any Chargor for reimbursement until the date the
same are unconditionally and irrevocably paid and discharged in full. The
amount of all such costs, charges, expenses and payments and all such
interest thereon and all remuneration payable hereunder shall be payable by
the Chargors on demand. All such costs, charges, expenses and payments
shall be paid and charged as between the Security Agent and the Chargors on
the basis of a full indemnity and not on the basis of party and party or
any other kind of taxation.

16.2 Indemnity

The Lenders and every Receiver, attorney, manager, agent or other person
appointed by the Security Agent hereunder shall be entitled to be
indemnified out of the Security Assets in respect of all liabilities and
expenses properly incurred by them in the execution or purported execution
of any of the powers, authorities or discretions vested in them pursuant
hereto and against all actions, proceedings, costs, claims and demands in
respect of any matter or thing done or omitted in any way relating to the
Security Assets and the Lenders and any such Receiver may retain and pay
all sums in respect of the same out of any moneys received under the powers
hereby conferred. Notwithstanding the foregoing no Lender or Receiver and
no person appointed by the Security Agent as aforesaid shall be entitled to
be indemnified in respect of any part of the foregoing which results from
such party's gross negligence or wilful misconduct.

17. Delegation by Security Agent

The Security Agent or any Receiver appointed hereunder may at any time and
from time to time delegate by power of attorney or in any other manner to
any properly qualified person or persons all or any of the powers,
authorities and discretions which are for the time being exercisable by the
Security Agent or such Receiver under this Debenture in relation to the
Security Assets or any part thereof. Any such delegation may be made upon
such terms (including power to sub-delegate) and subject to such
regulations as the Security Agent or such Receiver may think fit. The
Security Agent or such Receiver shall not be in any way be liable or
responsible to any Chargor for any loss or damage arising from any act,
default, omission or misconduct on the part of any such delegate or
sub-delegate.

18. Further Assurances

18.1 General

Each Chargor shall at its own expense execute and do all such assurances,
acts and things as the Security Agent may reasonably require for perfecting
or protecting the security intended to be created hereby over the Security
Assets or any part thereof or for facilitating (if and when this security
becomes enforceable) the realisation of the Security Assets or any part
thereof and in the exercise of all powers, authorities and discretions
vested in the Security Agent or any Receiver of the Security Assets or any
part thereof or in any such delegate or sub-delegate as aforesaid. To that
intent, each Chargor shall in particular execute all transfers,
conveyances, assignments and assurances of such property whether to the
Security Agent or to its nominees and give all notices, orders and
directions and make all registrations which the Security Agent may
reasonably think expedient.

18.2 Further Subsidiaries and Intercreditor Arrangements

(a) Each Chargor hereby undertakes to ensure that each company
incorporated in the United Kingdom which becomes a Subsidiary (whether
direct or indirect) of any Chargor after the date hereof shall,
forthwith upon being required to grant security pursuant to Clause
19.3 of the Facility Agreement, execute a Deed of Accession
substantially in the form set out in Schedule 3 and such company shall
on the date on which such Deed of Accession is executed by it become a
party to this Debenture in the capacity of a Chargor and this
Debenture shall be read and construed for all purposes as if such
company had been an original party hereto as a Chargor (but for the
avoidance of doubt the security created by such company shall be
created on the date of the Deed of Accession). The Security Agent is
authorised to agree any amendments or change to the form or manner in
which any such member of the Group gives such a guarantee and security
(including acceptance of a limit on the liability of such member of
the Group) which is in the opinion of the Security Agent necessary in
order that such guarantee or security may lawfully be given.

(b) Services shall procure that all registrations or other steps necessary
to perfect or protect any security created pursuant to any Deed of
Accession is completed as soon as practicable after the date thereof
and in any event within any applicable time limit.

(c) Any company which becomes a party hereto as a Chargor pursuant to any
Deed of Accession shall also become party to and be bound by the terms
of the Intercreditor Agreement as an Obligor, in accordance with the
terms of the Intercreditor Agreement.

(d) Any Lender which is a creditor under a Refinancing Agreement in
respect of Borrowings required by PA to be on a basis subordinate to
the Secured Liabilities under the Finance Documents shall enter into
appropriate intercreditor arrangements to effect such subordination.

19. Redemption of Prior Mortgages

The Security Agent may, at any time after the security hereby constituted
has become enforceable, redeem any prior Encumbrance over or against the
Security Assets or any part thereof or procure the transfer thereof to
itself and may settle and pass the accounts of the prior mortgagee, chargee
or encumbrancer. Any accounts so settled and passed shall be conclusive
and binding on each Chargor. All principal moneys, interest, costs,
charges and expenses of and incidental to such redemption and transfer
shall be paid by the Chargor to the Security Agent on demand.

20. Power of Attorney

20.1 Appointment

Each Chargor hereby by way of security and in order more fully to secure
the performance of its obligations hereunder irrevocably appoints the
Security Agent and every Receiver of the Security Assets or any part
thereof appointed hereunder and every such delegate or sub-delegate as
aforesaid to be its attorney acting severally, and on its behalf and in its
name or otherwise, after the occurrence of a Default, to execute and do all
such assurances, acts and things which such Chargor is required to do and
fails to do under the covenants and provisions contained in this Debenture
(including, without limitation, to make any demand upon or to give any
notice or receipt to any person owing moneys to such Chargor and to execute
and deliver any charges, legal mortgages, assignments or other security and
any transfers of securities) and generally in its name and on its behalf to
exercise all or any of the powers, authorities and discretions conferred by
or pursuant to this Debenture or by statute on the Security Agent or any
such Receiver, delegate or sub-delegate and (without prejudice to the
generality of the foregoing) to seal and deliver and otherwise perfect any
deed, assurance, agreement, instrument or act which it or he may reasonably
deem proper in or for the purpose of exercising any of such powers,
authorities and discretions.

20.2 Ratification

Each Chargor hereby ratifies and confirms and agrees to ratify and confirm
whatever any such attorney as is mentioned in Clause 20.1 shall do or
purport to do in the exercise or purported exercise of all or any of the
powers, authorities and discretions referred to in such Clause.

21. New Accounts

If the Security Agent or any Lender receives or is deemed to be affected by
notice whether actual or constructive of any subsequent charge or other
interest affecting any part of the Security Assets and/or the proceeds of
sale thereof, the Security Agent or such Lender (as the case may be) may
open a new account or accounts with any Obligor. If the Security Agent or
such Lender (as the case may be) does not open a new account it shall
nevertheless be treated as if it had done so at the time when it received
or was deemed to have received notice and as from that time all payments
made to the Security Agent or such Lender (as the case may be) shall be
credited or be treated as having been credited to the new account and shall
not operate to reduce the amount for which this Debenture is security.

22. Stamp Taxes

Each Chargor shall pay and, promptly on demand, indemnify the Security
Agent and each Lender against any liability it incurs in respect of any
stamp, registration and similar Tax which is or becomes payable in
connection with the entry into, performance or enforcement of this
Debenture.

23. Assignments, etc.

23.1 The Security Agent

The Security Agent may assign and transfer all of its respective rights and
obligations hereunder to a replacement Security Agent appointed in
accordance with the terms of the Facility Agreement. Upon such assignment
and transfer taking effect, the replacement Security Agent shall be and be
deemed to be acting as agent and trustee for each of the Lenders for the
purposes of this Debenture in place of the old Security Agent.

23.2 Assignments and Transfers

Each Chargor shall be bound by the terms of Clause 30 (Assignments,
Transfers and Substitutions) of the Facility Agreement and, accordingly,
each Chargor, for the purposes of any transfer pursuant to any of such
Clauses, hereby irrevocably authorises the Security Agent to execute on its
behalf (i) Substitution Certificates (without any need for the prior
consent of such Chargor) in accordance with the provisions of the Facility
Agreement, and (ii) any other document required to perfect the security
granted to the Lenders pursuant to the Finance Agreements.

24. Waivers, Remedies Cumulative

(a) The rights of the Security Agent and each Lender under this Debenture:

(i) may be exercised as often as necessary;

(ii) are cumulative and not exclusive of its rights under general
law; and

(iii) may be waived only in writing and specifically.

Delay in exercising or non-exercise of any such right is not a waiver
of that right.

(b) The Security Agent may waive any breach by any Chargor of any of such
Chargor's obligations hereunder if so instructed by the Majority
Banks.

25. Set-Off

The Security Agent and each Lender, whilst any Default shall be continuing,
may (but shall not be obliged to) set off any obligation which is due and
payable by any Chargor and unpaid (whether under the Finance Agreements or
which has been assigned to the Security Agent by any other Chargor
hereunder) against any obligation (whether or not matured) owed by the
Security Agent or such Lender (as the case may be) to such Chargor,
regardless of the place of payment, booking branch or currency of either
obligation. If the obligations are in different currencies, the Security
Agent or such Lender (as the case may be) may convert either obligation at
a market rate of exchange in its usual course of business for the purpose
of the set-off. The Security Agent or such Lender (as the case may be)
shall notify the relevant Chargor promptly after taking any such action.

26. Severability

26.1 General

If a provision of this Debenture is or becomes illegal, invalid or
unenforceable in any jurisdiction in respect of any Chargor, that shall not
affect:

(a) in respect of such Chargor, the validity or enforceability in that
jurisdiction of any other provision of this Debenture; or

(b) in respect of such Chargor, the validity or enforceability in other
jurisdictions of that or any other provision of this Debenture.

26.2 Deemed separate charges

This Debenture shall, in relation to each Chargor, be read and construed as
if it were a separate Debenture relating to such Chargor to the intent that
if any Encumbrance created by any other Chargor in this Debenture shall be
invalid or liable to be set aside for any reason, this shall not affect any
Encumbrance created hereunder by such first Chargor.

27. Counterparts

This Debenture may be executed in any number of counterparts and this will
have the same effect as if the signatures on the counterparts were on a
single copy of this Debenture.

28. Notices

28.1 Giving of Notices

All notices under, or in connection with, this Debenture shall be given in
writing or by telex or fax (and, in the case of notices to any Chargor,
shall be copied to PacifiCorp by facsimile transmission at such facsimile
number, and for such attention, as shall be notified in writing to the
Security Agent by PacifiCorp from time to time). Any such notice is deemed
to be given as follows:

(a) if in writing when delivered;

(b) if by telex when despatched, but only if, at the time of transmission,
the correct answerback appears at the start and at the end of the
sender's copy of the notice; and

However, a notice given to a Chargor in accordance with the above but
received on a non-working day or after business hours in the place of
receipt is deemed to be given on the next working day in that place.

28.2 Addresses for notices

The address, telex number and facsimile number of the Chargors and the
Security Agent for all notices under, or in connection with, this Debenture
are, in the case of the Chargors, as set out in Schedule 1 and, in the case
of the Security Agent, as set out in the Facility Agreement.

29. Covenant to Release

Upon the expiry of the Security Period (but not otherwise), the Security
Agent and each Lender shall, at the request and cost of the Chargors,
execute and do all such deeds, acts and things as may be necessary to
release the Security Assets from the security constituted hereby.

30. Governing Law and Jurisdiction

30.1 Governing Law

This Debenture shall be governed by and construed in accordance with
English law.

30.2 Courts of England

(a) For the benefit of each of the Lenders, each Chargor agrees that the
High Courts of Justice in London and all appellate courts therefrom
have jurisdiction to settle any disputes which may arise out of or in
connection with this Debenture and that any suit, action or
proceedings (together the "Proceedings") in connection with this
Debenture may be brought in High Courts of Justice in London and all
appellate courts therefrom and accordingly submits to the jurisdiction
of the High Courts of Justice in London and all appellate courts
therefrom.

(b) The Chargors hereby irrevocably and unconditionally agree that nothing
in this Debenture shall affect the right to serve process in any
manner permitted by law.

IN WITNESS whereof this Debenture has been duly executed as a deed on the date
first above written.

SCHEDULE 1

The Chargors

PACIFICORP SERVICES LIMITED

State of Incorporation: England and Wales

Registered Office: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇

Address for Notices: ▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

Fax: (▇▇▇) ▇▇▇ ▇▇▇▇

PACIFICORP FINANCE (UK) LIMITED

State of Incorporation: England and Wales

Registered Office: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇

Address for Notices: ▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

Fax: (▇▇▇) ▇▇▇ ▇▇▇▇

PACIFICORP ACQUISITIONS

State of Incorporation: England and Wales

Registered Office: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇

Address for Notices: ▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

Fax: (▇▇▇) ▇▇▇ ▇▇▇▇

SCHEDULE 2

Group Shares

The Chargor Name of Company in Name of Nominee (if Class of Shares held Number of
which Shares are held any) by whom Shares are held
Shares held

PacifiCorp Services Limited PacifiCorp Finance (UK) Citibank, N.A. Ordinary Two
Limited

PacifiCorp Finance (UK) PacifiCorp Acquisitions None Ordinary One
Limited

PacifiCorp Finance (UK) PacifiCorp Acquisitions PacifiCorp Services Ordinary One
Limited Limited

SCHEDULE 3

Form of Deed of Accession

THIS DEED OF ACCESSION dated [ ], 19[ ] is made BETWEEN:

(1) [ ] (the "Subsidiary"), a company incorporated in
England or Wales whose registered office is situate at
[ ];

(2) [ ] (the "Company") for itself and as agent for
and on behalf of each of the other Chargors named in the Debenture referred
to below; and

(3) CITIBANK, N.A. as the Security Agent.

WHEREAS

(A) The Subsidiary is a [wholly-owned] Subsidiary of Services.

(B) Services has entered into a debenture dated [ ] 1998 (as supplemented
and amended by Deeds of Accession or otherwise from time to time, the
"Debenture") between Services, each of the companies named therein as
Chargors, and Citibank, N.A. as agent and trustee for certain Lenders
identified therein.

(C) The Subsidiary has at the request of Services and in consideration of the
Lenders making or continuing to make facilities available to PA or any
other member of the PA Group and after giving due consideration to the
terms and conditions of the Finance Agreements, the PA Note and the
Debenture and satisfying itself that there are reasonable grounds for
believing that the entry into this Deed by it will be of benefit to it,
decided in good faith and for the purpose of carrying on its business to
enter into this Deed and thereby become a Chargor under the Debenture. The
Subsidiary will also, by execution of a separate instrument, become a party
to the Intercreditor Agreement as an Obligor.

NOW THIS DEED WITNESSES as follows:

1. Terms defined in the Debenture shall have the same meaning in this Deed.

2. The Subsidiary hereby agrees to become a party to and to be bound by the
terms of the Debenture as a Chargor with immediate effect and so that the
Debenture shall be read and construed for all purposes as if the Subsidiary
had been an original party thereto in the capacity of Chargor (but so that
the security created consequent on such accession shall be created on the
date hereof). The Subsidiary hereby undertakes to be bound by all the
covenants and agreements in the Debenture which are expressed to be binding
on a Chargor. In accordance with the foregoing, the Subsidiary now grants
to the Security Agent as agent

and trustee for the Lenders the assignments, charges, mortgages and other
security described in the Debenture as being granted, created or made by
Chargors thereunder, to the intent that its assignments, charges, mortgages
and other security shall be effective and binding upon it and its property
and assets and shall not in any way be avoided, discharged or released or
otherwise adversely affected by any ineffectiveness or invalidity of the
Debenture or of any other party's execution thereof or any other Deed of
Accession, or by any avoidance, invalidity, discharge or release of any
guarantee, assignment or charge contained in the Debenture or in any other
Deed of Accession. The Debenture and this Deed shall be read as one to
this extent and so that references in the Debenture to "this Debenture",
"herein", and similar phrases shall be deemed to include this Deed and all
references in the Debenture to "Schedule 2" (or any part thereof) shall be
deemed to include a reference to the Schedule to this Deed (or relevant
part thereof).

3. Services, for itself and as agent for and on behalf of all other Chargors
under the Debenture, hereby agrees to all matters provided for herein.

4. Without limiting the generality of the other provisions of this Deed and
the Debenture, pursuant to the terms hereof and of the Debenture, the
Subsidiary as beneficial owner and with full title guarantee, as security
for the payment, discharge and performance of all Secured Liabilities,
hereby and by the Debenture in favour of the Security Agent (as agent and
trustee for itself and each of the Lenders) hereby agrees that the
Subsidiary's estates and other interests in certain Group Shares for the
purposes of Clause 3 of the Debenture, as such provisions apply in relation
to the Subsidiary, are specified in the Schedule to this Deed and (together
with all Related Rights) are hereby mortgaged or charged as provided in
such provisions and the other provisions of the Debenture.

5. This Deed shall be governed by and construed in accordance with English
law.

SCHEDULE

Insert details of Group Shares in which the Subsidiary has an interest

SIGNATORIES
(to Accession Agreement)

The Subsidiary
(For a Company incorporated in the United Kingdom)

EXECUTED as a Deed )
by [ ] )
acting by [ ] )
and [ ] )

Director

Services

[ ] )
)
(for itself and as agent for the other )
Chargors party to the Debenture )
herein referred to) )

EXECUTED as a Deed )
by [ ] )
acting by [ ] )
and [ ] )

Director

The Security Agent

CITIBANK, N.A.

By:

SIGNATORIES

Services

EXECUTED as a Deed by )
PACIFICORP SERVICES ) /s/ W.E. ▇▇▇▇▇▇▇▇▇
LIMITED )

acting by )
and ) /s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇

The Other Chargors

EXECUTED as a Deed by )
PACIFICORP FINANCE (UK) ) /s/ W.E. ▇▇▇▇▇▇▇▇▇
LIMITED )

acting by )
and ) /s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇

EXECUTED as a Deed by )
PACIFICORP ACQUISITIONS ) /s/ W.E. ▇▇▇▇▇▇▇▇▇

acting by )
and ) /s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇

The Security Agent

CITIBANK, N.A.

By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

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DEBENTURE (Multiple Chargors) Dated 3 February 1998 BETWEEN PACIFICORP SERVICES LIMITED and PACIFICORP FINANCE (UK) LIMITED and PACIFICORP ACQUISITIONS as Chargors and CITIBANK, N.A. as Security Agent THIS DEBENTURE IS ENTERED INTO WITH THE BENEFIT OF...

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