Exhibit 10.2

ON DEMAND GROUP LIMITED

ANTHONY KELLY, ANDREW BIRCHALL AND OTHERS

SEACHANGE INTERNATIONAL, INC.

AMENDED AND RESTATED SUBSCRIPTION AND

SHAREHOLDERS AGREEMENT

CONTENTS

DOCUMENTS IN AGREED FORM:

THIS AGREEMENT is made on October l6, 2003

BETWEEN:

WHEREAS:

IT IS AGREED as follows:

The Original Subscription and Shareholders Agreement shall be amended and restated on the terms of this Agreement.

“Act” means the Companies Act 1985 including any statutory modification or re-enactment for the time being in force;

“Accounts” means the audited accounts of the Company for the financial period ended on the Accounts Date;

“Accounts Date” means 31 August 2002;

“Articles of Association” means the articles of association of the Company in the agreed form to be adopted on the date of this Agreement and, once adopted, those articles of association as amended from time to time;

“Board” means the board of directors of the Company from time to time;

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for business in London other than solely for trading of euro;

“Business Development Agreement” means the agreement entered into by the Company and the Investor on Completion as amended and restated;

“Business Plan” means the business plan prepared by the Board;

“Commercial Launch” means the launch of the MovieCo Service to all of the video-on-demand ready subscribers of a European Cable Operator in one regional headend;

“Competitor” means any entity which is then producing, marketing, selling or distributing any video on demand server equipment or software that is not, and does not form part of, a product covered by the Business Development Agreement, or an affiliate of any such entity, and shall include, without limitation, Concurrent Computer Corporation and nCube Corporation;

“Completion” means completion of the Original Shareholders Agreement;

“connected person” has the meaning given to that expression in section 839 Income and Corporation Taxes Act 1988;

“Disclosure Letters” means the letter dated 29 October 2002 from the Company and the Existing Shareholders to the Investor and the supplemental letter of today’s date, in the agreed form, from the Company to the Investor, in relation to the Warranties;

“Employee Share Option Plan” means the employee share option plan adopted by the Company, and approved in accordance with clause 6.1.16, pursuant to which options to acquire 231,208 Ordinary Shares may be issued;

“Encumbrance” means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind, or another type of preferential arrangement (including, without limitation, a title transfer or retention arrangement) having similar effect;

“European Cable Operator” means a European MSO, the identity of which is to be agreed upon by the Investor and the Company;

“European Cable Operator Management Agreement” means the agreement to be entered into by the Company and the European Cable Operator pursuant to which the Company will manage the video on demand operation of the European Cable Operator;

“Group” means the Company and its subsidiary undertakings, any holding company of the Company and all other subsidiary undertakings of any such holding company from time to time and “member of the Group” is to be construed accordingly;

“Hollywood Studios” shall have the meaning ascribed to it in the MovieCo Carriage Agreement;

“Investor Directors” means, as at the date of this Agreement, William C. Styslinger, III of 60 Mariners Way, Fairfield, CT 06430 USA and William L. Fiedler of 46 Nathan Cutler Drive, Bedford, NH 03110 USA or such other persons as may replace any, or all, of the Investor Directors from time to time;

“Key Managers” means, as at the date of this Agreement, each of Andrew Birchall, Tony Kelly, Garry Stephen and Simon McGrath, and any person who may from time to time after the date of this Agreement be designated as such in accordance with clause 6.1.15;

“Loan” means the loan or loans to be made by the Investor to the Company in accordance with clause 4 and pursuant to the Note in the aggregate principal amount of not more than 5,500,000 British Pounds Sterling;

“Loan Drawdown” means the making of a Loan to the Company by the Investor in accordance with the provisions of clause 4;

“Loan Drawdown Conditions” means the conditions for each Loan Drawdown as specified in Schedule 8;

“Loan Drawdown Date” means the date on which a Loan Drawdown is made;

“Management Accounts” means the unaudited profit and loss account of the Company in respect of the period starting on the day after the Accounts Date and ending on 31 August 2003 and the unaudited balance sheet of the Company as at 31 August 2003;

“Management Service Contracts” means the employment contracts entered into on Completion by the Company and each of the Key Managers respectively;

“MovieCo” means the counterparty to the MovieCo Carriage Agreement which either shall be ODG, a member of the ODG Group or any company whose shareholders are ODG and any Hollywood Studio;

“MovieCo Carriage Agreement” means the carriage agreement to be entered into between the European Cable Operator and MovieCo;

“MovieCo Service” has the meaning given to it in the Carriage Agreement;

“New Ordinary Shares” means the ordinary shares of £0.05 each subscribed for and issued to the Investor pursuant to the Original Subscription and Shareholders Agreement and as detailed in column 2 of Schedule 2;

“Note” means the Secured Promissory Note in the form attached hereto as Attachment I.;

“Ordinary Shares” means ordinary shares of £0.05 each in the Company;

“Preliminary Drawdown Conditions” means the conditions set forth in Schedule 6;

“Sale” means the sale of (i) the entire issued share capital of the Company; or (ii) all or substantially all of the business and assets of the Company;

“Sale and Purchase Agreement” means the agreement entered into (but not completed) by the Investor and the Existing Shareholders on Completion;

“SeaChange Sale Agreement” means the agreement entered into between the Investor and the European Cable Operator relating to the sale of certain products and services by the Investor to the European Cable Operator;

“Security” means any mortgage, charge, pledge, lien or other security interest or any other agreement or arrangement having a similar effect;

“Security Deed” means an agreement to be mutually agreed between the Company and the Investor (such agreement to be substantially in the form attached hereto as Attachment H but subject to reasonable negotiation) providing for the grant to the Investor of a security interest in all assets of the Company in connection with the Loan;

“Share” means any share in the share capital of the Company of whatever class;

“Start of Operations” meansreceipt by the Company of the confirmation of Successful Integration;

“Studio Terms” means the MovieCo Studio Proposals in the agreed form;

“Successful Integration” means the confirmation in writing by the Chief Technical Officer of the European Cable Operator that all integration tests have been passed and the European Cable Operator is able to launch the commercial trial of the Video On Demand Service to the European Cable Operator’s subscribers;

“Tax Warranties” means the Warranties referred to in paragraphs 3.16 and 3.17 of Schedule 9;

“Warranty” means a warranty contained or referred to in clause 3 and Schedule 9 and “Warranties” means all those Warranties.

Each party shall pay all the costs and expenses reasonably incurred by it in connection with the negotiation, preparation, execution and performance of this Agreement and all other documents referred to in it.

IN WITNESS OF WHICH this Agreement has been executed by the parties on the above date.

SCHEDULE 1

THE EXISTING SHAREHOLDERS AT COMPLETION

SCHEDULE 2

THE INVESTOR

SCHEDULE 3

[INTENTIONALLY LEFT BLANK]

SCHEDULE 4

DEED OF ADHERENCE

THIS DEED OF ADHERENCE is made on [        ] 200[•]

BY [                    ] of [                    ] (the “Covenantor”) in favour of the persons whose names are set out in the schedule to this Deed and is SUPPLEMENTAL to the Subscription and Shareholders Agreement dated 29 October 2002 made by (1) On Demand Group Limited (2) the Existing Shareholders (as defined therein) and (3) Seachange International, Inc. as amended and re-stated on [•] 2003 (the “Subscription and Shareholders Agreement”).

THIS DEED WITNESSES as follows:

This Deed is governed by English law.

IN WITNESS WHEREOF this Deed has been executed by the Covenantor and is intended to be and is hereby delivered on the date first above written.

SCHEDULE

[Parties to the Subscription and Shareholders Agreement including those who have executed earlier deeds of adherence].

[* delete as appropriate]

SCHEDULE 5

AUTHORISED AND ISSUED SHARE CAPITAL, MEMBERS AND DIRECTORS

Part 1

Immediately after Completion

Part 2

At the date of this Restated Agreement

SCHEDULE 6

[Intentionally Left Blank]

SCHEDULE 7

SCHEDULE OF LOANS

Upon achieving any of the milestones set forth above, the Company shall be entitled to a Loan from the Investor in accordance with the provisions of clause 4.1 of the Agreement in the amount of the Tranche set forth above opposite the applicable milestone. Each Tranche may be drawn down in one or more Loan Drawdowns, provided that each Loan Drawdown shall be for £500,000 or a multiple thereof.

In the event that the Company elects to prepay all or any portion of the Loan then outstanding, the Company shall pay to the Investor, in addition to the principal and related interest, an amount equal to the fees or costs payable by the Investor to Citizens Bank or other financial institution in connection with the early termination of any hedging arrangement the Investor has entered into with such financial institution with respect to the Loan (“Prepayment Fee”).

In the event of prepayment of all or any portion of the Loan, the Investor shall no longer be obligated to make any additional Loan under the Agreement.

SCHEDULE 8

LOAN DRAWDOWN CONDITIONS

SCHEDULE 9

WARRANTIES

In this Schedule:

“Company” means On Demand Group Limited and, separately, each of its subsidiary undertakings; and

“Information” means all information in the Disclosure Letters (including any attachments) or stated in the Disclosure Letters to have been disclosed to the Investor leading to this Agreement (but excludes, for the avoidance of doubt, any forecasts as to the future prospects of the Company).

PART I

Share Capital

Accounts

Insolvency

Litigation

Assets

Tax

General

Intellectual Property

Information Technology

PART II

ATTACHMENT I

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

ON DEMAND GROUP LIMITED

SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, ON DEMAND GROUP LIMITED, a corporation incorporated in England and Wales (the “Company”), hereby promises to pay to SeaChange International, Inc. or assigns (hereinafter referred to as the “Payee”), on or before the date which is five (5) years from the date of the initial Loan Drawdown Date as defined in the Agreement, as hereinafter defined or as otherwise provided herein, the principal sum of Five Million Five Hundred Thousand British Pounds Sterling or such part thereof as has been loaned to the Company by the Payee and then remains unpaid, together with any unpaid interest. Interest will be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year at the rate of eight percent (8%) per annum, calculated based on the actual number of days elapsed and a year of 360 days on the whole amount of said principal sum remaining and outstanding from time to time. Principal, premium, if any, and interest shall be payable in British Pounds Sterling, in immediately available funds, by wire transfer of funds to the account or accounts designated in writing by the Payee or in such other manner as the Payee may designate from time to time in writing to the Company. Nothing in this Note shall require the Company to pay interest at a rate in excess of the maximum rate permitted by applicable law. Any interest payable hereunder that is in excess of the maximum rate permitted by applicable law shall, in the event of acceleration of maturity, late payment, prepayment, or otherwise, be applied to a reduction of the unrepaid indebtedness evidenced hereby and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of such unrepaid indebtedness, such excess shall be refunded to the Company. To the extent not prohibited by applicable law, determination of the maximum rate permitted by applicable law shall at all times be made by amortizing, prorating, allocating and spreading in equal parts during the full term of the indebtedness evidenced hereby, all interest at any time contracted for, charged or received from the Company in connection with the indebtedness evidenced hereby, so that the actual rate of interest on account of such indebtedness is uniform throughout the term thereof.

If an Event of Default, as defined in the Agreement, has occurred and is continuing, any outstanding unpaid principal hereof and any unpaid interest thereon shall bear interest at the rate of 10% per annum, or such lower rate as then may be the maximum rate permitted by applicable law.

This Note is issued pursuant to and is entitled to the benefits of an Amended and Restated Subscription and Shareholders Agreement, dated as of October     , 2003, by and among the

Company, SeaChange International, Inc., Anthony Kelly, Andy Birchall, and others (as the same may be amended from time to time, referred to herein as the “Agreement”), and each holder of this Note, by its acceptance hereof, agrees to be bound by the provisions of the Agreement. The Company and the Payee further acknowledge and agree that (i) this Note is subject to prepayment, in whole or in part, without premium or penalty, except for the Prepayment Fee as defined in Schedule 7 of the Agreement, and (ii) any prepayment of principal shall be accompanied by payment of accrued interest in respect of the principal being prepaid and the Prepayment Fee.

This Promissory Note is secured by and entitled to the benefits of a Security Deed between the Company and Payee of even date herewith (as amended or restated from time to time, the “Security Deed”). Upon the occurrence of any Event of Default, as defined in the Agreement or the Security Deed, Payee may declare any or all obligations or liabilities of the Company to Payee (including the unpaid principal hereunder and any interest due thereon), immediately due and payable without presentment, demand, protest or notice except as otherwise provided with respect to Events of Default under clauses 4.1.4(h) or 4.1.4(i) of the Agreement (in which case such amounts shall be deemed payable as provided therein.

In case any payment herein provided for shall not be paid when due, the Company promises to pay all costs of collection, including all reasonable attorney’s fees.

Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. This Note shall be governed by, and construed in accordance with English law.

The Company and all endorsers and guarantors of this Note hereby waive presentment, demand, notice of nonpayment, protest and all other demands and notices in connection with the delivery, acceptance, performance or enforcement of this Note. This Promissory Note, and the indebtedness of the Company to Payee evidenced hereby, shall not be subject to any set-off, recoupment, counterclaim or defense to payment, each of which is hereby expressly waived by the Company.

IN WITNESS WHEREOF, the Company has executed this Note under seal as of the date first written above.

ATTACHMENT II

DEBENTURE

THIS DEED is made on [                     ], 2003

PARTIES:

In this Deed:

“Bank Accounts” means all bank accounts opened or maintained by the Company with any bank, including all credit balances now or at any time in future on such accounts, all debts from time to time represented by such credit balances and all its other rights accruing or arising in relation to each of such accounts.

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for general business in London other than solely for trading of euro.

“Costs and Expenses” means costs, charges, losses, liabilities, expenses and other sums (including legal, accountants’ and other professional fees) and any Taxes thereon.

“Delegate” means a delegate or sub-delegate appointed pursuant to clause 12 (Delegation).

“Dissolution” of a person includes the amalgamation, reconstruction (other than as part of a solvent reconstruction or amalgamation the terms of which have been approved by the Lender), reorganisation, administration, administrative or other receivership or dissolution or liquidation of that person or the entry by that person into a voluntary arrangement or composition or similar arrangement with any of its creditors, and any equivalent or analogous proceeding or arrangement in any jurisdiction by whatever name known and any step taken (including, without limitation, the giving or filing of notice in relation to the appointment of an administrator or the making of an application or formal request or the presentation of a petition or the passing of a resolution or the making of an order or any other measures as may be competent) for or with a view to any of the foregoing.

“Eligible Company” means a company which satisfies the requirements of paragraph 2 of Schedule Al to the Insolvency Act on the date the documents required by paragraph 7 of that Schedule are filed with the court.

“Enforcement” (and all grammatical variations or derivations thereof) means the taking of steps (or attempting to do so) by the Lender to:

unless such action is taken to preserve or protect (rather than to enforce) such security interest.

“Event of Default” has the meaning given to that expression in clause 4.1.4 of the Shareholders’ Agreement.

“Fixtures” means fixtures (including construction work in progress), fittings (including trade and other fixtures and fittings) and fixed plant, machinery and equipment.

“Group” means the Company and its Subsidiaries for the time being.

“Insolvency Act” means the Insolvency Act 1986.

“Investments” means:

“Loan Agreement” means clause 4 of the Shareholders’ Agreement together with the Secured Promissory Note Due 2008 issued by the Company dated [ • ], 2003.

“LPA 1925” means the Law of Property Act 1925.

“Other Currency” has the meaning given to it in clause 19.1 (Currency indemnity).

“Party” means a party to this Deed.

“Proceedings” means any proceeding, suit or action arising out of or in connection. with this Deed.

“Receiver” means any one or more persons, individually or together with additional persons, appointed as an administrative receiver, receiver and manager, or other receiver appointed in respect of the Security Assets by the Lender pursuant to powers conferred by this Deed, statute or otherwise.

“Required Currency” has the meaning given to it in clause 17 (Currency indemnity).

“Secured Liabilities” means all present and future obligations and liabilities of the Company (whether actual or contingent and whether owed jointly or severally or in any other capacity whatever) which are, or are expressed to be, or may become, due, owing or payable to the Lender under or in connection with the Loan Agreement or this Deed, together with all costs, charges and expenses incurred by the Lender which are, or are expressed to be, or may become due, owing or payable by the Company under or in connection with the Loan Agreement or this Deed.

“Security Assets” means all or any of the assets and rights from time to time subject or expressed to be subject to the security created, or which may at any time be created, pursuant to any provision of this Deed.

“Shareholders’ Agreement” means the Amended and Restated Subscription and Shareholders’ Agreement dated [.] and made between the Company, the Lender, Anthony Kelly, Andrew Birchall and others.

“Subsidiary” means a subsidiary within the meaning of section 736 of the Companies Act 1985.

“Tax” includes any present or future tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Value Added Tax” means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature.

In this Deed, unless otherwise specified, any reference to:

In this Deed:

The Parties do not intend that any term of this Deed should be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Deed.

As continuing security for the full and punctual payment, performance and discharge of all Secured Liabilities, the Company, with full title guarantee and free from any other

security interest, charges in favour of the Lender by way of first floating charge, all its present and future assets, property, business, undertaking and uncalled capital, and all rights and interests in any of the foregoing.

The floating charge created by the Company in clause 2.1 (Creation of floating charge) shall rank in priority to any other security created by it after the date of this Deed, except for any security permitted by clause 6.3 (Negative pledge) and any security ranking in priority in accordance with clause 9.7 (Borrow money).

The Lender may, at any time after any Event of Default has occurred or if the Lender considers any of the Security Assets to be in danger of being seized or sold under any form of distress, attachment, execution or other legal process or to be otherwise in jeopardy, convert the floating charge created by clause 2.1 (Creation of floating charge) into a fixed charge on all or such of the Security Assets of the Company as shall be specified (whether generally or specifically) by notice to the Company.

In the event that, without the prior written consent of the Lender:

the floating charge created by this Deed shall, with effect from the instant before such event occurs, automatically convert into a fixed charge over the Security Assets which are the subject of such security interest or process or, in the case of the appointment of an administrator, over all of the Security Assets.

Paragraph 14 of Schedule B1 to the Insolvency Act applies to the floating charge created by this Deed.

The Company shall so long as any of the Secured Liabilities is outstanding or any security interest created under this Deed has not been released or discharged, at the request of the Lender but at its own cost, promptly take whatever action the Lender may from time to time require:

and for such purposes it shall in particular, but without limitation, execute all such documents, transfers, conveyances, assignments and assurances in respect of the Security Assets, and give all such notices, orders, instructions and directions as the Lender or any Receiver may reasonably consider necessary. The obligations of the Company under this clause 3.1 shall be in addition to and not in substitution for the covenants for further assurance deemed to be included in this Deed by virtue of the Law of Property (Miscellaneous Provisions) Act 1994.

Without prejudice to the generality of clause 3.1 (Further assurance), it shall, at its own cost, promptly execute and deliver to the Lender, in such form as the Lender may require, such other security over such of its assets and rights as shall be required by the Lender (whether generally or specifically, and whether for the purpose of obtaining legal title to the relevant assets or rights, creating security which is effective under the laws of a foreign jurisdiction, or otherwise).

The security created by this Deed shall be a continuing security and will extend to the ultimate balance of all the Secured Liabilities regardless of any intermediate discharge or payment in whole or in part.

The security created by this Deed and the rights given to the Lender under this Deed shall be in addition to and shall not prejudice, or be prejudiced by, any other security or

guarantee or any other right which the Lender has respect of or in connection with any or all of the Secured Liabilities. All such rights may be exercised from time to time as often as the Lender may deem expedient.

The Lender need not, before exercising any of the rights; title, benefit and interest conferred upon it by this Deed or by law (i) take action or obtain judgement against the Company or any other person in any court, (ii) make or file any claim or proof in the liquidation of the Company or any other person or (iii) enforce or seek to enforce the recovery of the moneys and liabilities hereby secured or enforce or seek to enforce any other security interest or guarantee.

Without prejudice to the other provisions of this clause 4, neither this Deed nor the security created under this Deed nor the liability of the Company for the Secured Liabilities shall be prejudiced or affected by:

The security created by this Deed is intended to secure further advances. Subject to the terms of the Facility Agreement, the Lender shall perform its obligations under the Loan Agreement (including any obligation to make available further advances).

Notwithstanding the other provisions of this Deed, if the Company is an Eligible Company, the obtaining of a moratorium, or anything done with a view to obtaining a moratorium, in relation to a voluntary arrangement under the Insolvency Act for the Company, will by itself not:

The Company makes the representations and warranties set out in this clause 5 to the Lender on the date of this Deed.

The obligations expressed to be assumed by it under this Deed. are, subject to any general principal of law limiting its obligations, legal, valid, binding and enforceable obligations.

The security interests created under this Deed are (subject to completion of all registrations required by law) legal, valid, binding and enforceable security having the priority and ranking which they are expressed to have.

The entry into and performance by it of, the creation of security under, and the transactions contemplated by, this Deed do not and will not conflict with:

All authorisations required or desirable:

have been obtained or effected and are in full force and effect.

No security interest exists on, over or with respect to any of the Security Assets at the date of this Deed.

Its payment obligations under the Loan Agreement rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

No Dissolution has occurred in relation to the Company.

It is not insolvent or unable to pay its debts and could not be deemed by a court to be unable to pay its debts within the meaning of section 123 of the Insolvency Act nor will it become so in consequence of entering into this Deed.

Each of the representations and warranties above will be correct and complied with in all respects at all times during the continuance of the security created under this Deed as if repeated then by reference to the then existing circumstances.

The undertakings in this clause 6 are given to the Lender by the Company and will remain in force from the date of this Deed for so long as any of the Secured Liabilities is outstanding or any security interest created under this Deed has not been released or discharged.

It shall promptly:

any authorisation required under any law or regulation of England and Wales to enable it to create security and perform its obligations under this Deed and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of this Deed and the security created under this Deed.

It shall comply in all respects with all laws and regulations to which it may be subject.

the Company may hold, enjoy and deal in the ordinary course of its business with those of its business with those of its assets which are at the relevant time not expressed to be subject to a fixed charge.

If the Lender is satisfied that:

then, the Lender shall at the request and cost of the Company take whatever action is necessary to release the Security Assets or such part thereof as may still be subsisting and vested in the Lender, from the security created under this Deed.

Immediately upon and at any time after:

the security constituted by this Deed shall become enforceable and the Lender shall be entitled (whether or not it shall have taken possession or appointed a Receiver) without any further notice to exercise the power of sale and other powers conferred by section 101 LPA 1925 (as varied by this Deed) and all or any of its rights and powers set out in this clause 8 and clause 9 (Enforcement Powers) in relation to all or any part of the Security Assets or otherwise conferred by law on mortgagees, charges or receivers.

At any time after the security constituted by this Deed becomes enforceable, the Lender shall be entitled, without notice to the Company, either itself (without first appointing a Receiver or notwithstanding the appointment of any Receiver) or acting jointly with or through the Receiver (or Receivers) or any Delegate (or Delegates), in the name or on behalf of the Company or otherwise and at the cost of the Company to exercise all or any of the rights, powers and discretions set out in this clause 9 to the fullest extent permitted by law.

It may give any notice or notices to any person, giving directions (which shall apply to the exclusion of any directions given at any time by or on behalf of the Company), regarding the exercise of all or any of the rights, powers, discretions and remedies which would (but for this Deed) be vested in the Company under and in respect of the Security Assets.

It may enter upon, take immediate possession of, get in and collect all or any of the Security Assets.

It may manage and carry on any business of the Company (including the right to enter into any contract or arrangement and to perform, repudiate, rescind or vary any contract or arrangement to which the Company is a party) as it sees fit.

It may sell, transfer, assign, redeem, exchange, hire out and lend the Security Assets, grant leases, tenancies, licences, rights of user and renewals (for any term and at any rent) and may accept surrenders of and re-enter upon leases, tenancies, licences and rights of user of the Security Assets, and otherwise apply, dispose of or realise any or all of the Security Assets (including in each case any Fixtures, which may be severed and sold separately from the real property containing them), either by public offer or auction, tender or private contract (with or without advertisement and in any lots) to any person (including the Lender) and for rents, premiums or other compensation or consideration (whether comprising cash, debentures or other obligations, investments or other valuable consideration of any kind, and whether payable or deliverable in a lump sum or by installments) and generally in any manner and on any terms it thinks proper. It may give valid receipts for all moneys and execute all assurances and things which it considers to be proper or desirable for realising any Security Asset.

Without prejudice to the generality of clause 9.5 (Deal with Security Assets), it may do any of the following acts and things as may to it seem expedient:

For the purpose of exercising any of the rights conferred on it by or pursuant to this Deed or of defraying any costs, charges, losses, liabilities or expenses (including its remuneration) incurred by or due to it in the exercise thereof or for any other purpose, it may borrow or raise money either unsecured or on the security of the Security Assets (either in priority to the security under this Deed or otherwise) and generally on such terms and conditions as it may think fit. No person lending that money shall be concerned to enquire into the propriety or purpose of the exercise of this power or to check the application of any money so raised or borrowed.

It may make or require the directors of the Company to make such calls in respect of any uncalled capital of the Company as it may think expedient and may enforce payment of any call so made by action (in the name of the Company or the Receiver as may be thought fit) or otherwise.

It may enter into bonds, covenants, commitments, guarantees, indemnities and like matters and make all payments needed to effect, maintain or satisfy them, as it sees fit.

It may reach agreements and make arrangements with, and make allowances to, any lessees, tenants or other persons from whom any rents or profits may be receivable (including those relating to the grant of any licences, or the review of rent in accordance with the terms of, and the variation of, the provisions of any leases, tenancies, licences or rights of user affecting the Security Assets), in each case as it sees fit.

It may manage, use and apply all or any of the Security Assets and may exercise and do (or permit the Company or its nominee to exercise and do) all such rights and things as it would be capable of exercising or doing if it were the absolute beneficial owner of the Security Assets and in particular, but without limitation, may exercise any rights of enforcing any security by foreclosure, sale or otherwise and all rights relating to Investments and arrange for or provide all services which it may deem proper for the efficient management or use of the Security Assets or the exercise of such rights, in each case as it sees fit.

It may make and effect all repairs, structural and other alterations, improvements and additions in or to the Security Assets (including, but without limitation, the development or redevelopment of any real property) and may purchase or otherwise acquire any materials, articles, insurances or other things and do anything else in connection with the Security Assets as it may think desirable for the purpose of the protection or

improvement of the Security Assets or making them productive or more productive, increasing their letting or market value, or protecting the security interests created under this Deed, in each case as it sees fit.

It may 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 the Company or relating in any way to the Security Assets, in each case as it sees fit.

It may bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Security Assets or any of the businesses of the Company, as it sees fit.

It may redeem or transfer to itself any prior security interest over the Security Assets or settle and pass the accounts of the prior mortgagee, chargee or encumbrancers, as it sees fit. Any accounts so settled and passed shall be conclusive and binding on the Company. All principal moneys, interest, costs, charges, losses, liabilities and expenses of and incidental to and such redemption and/or transfer shall be paid by the Company on demand.

It may appoint, hire and employ officers, employees, contractors, agents and advisors of all kinds and upon such terms as to remuneration or otherwise as it may think proper and may discharge any such persons and any such persons appointed, hired or employed by the Company.

It may exercise all the powers set out in Schedule 1 to the Insolvency Act as in force at the date of this Deed (whether or not in force at the date of exercise and whether or not the Receiver is an administrative receiver) and all powers added to Schedule 1 to the Insolvency Act after the date of this Deed.

It may, at any time or times without restriction and without notice to the Company, and without prejudice to any of its other rights, set off or otherwise apply any obligation (whether or not matured) owed by the Lender to the Company against any or all of the Secured Liabilities which are due and unpaid. For this purpose it may convert one currency into another at the rate of exchange determined by it in its absolute discretion to be prevailing at the date of set-off.

9.19 Other rights

It may do all such other acts and things it may consider necessary or expedient for the realisation of any Security Asset or incidental to the exercise of any of the rights conferred upon it under or in connection with this Deed, the LPA 1925 or the Insolvency Act and may concur in the doing of anything which he has the right to do and to do any such thing jointly with any other person.

The Lender shall, so far as it is lawful, be entitled to consolidate all or any of the security created under this Deed with any other securities whether now in existence or hereafter created. The restriction on the right of consolidating mortgage securities which is contained in sub-section 93(1) of the LPA 1925 shall not apply to this Deed.

At any time:

the Lender may, without notice to the Company, appoint under seal or by instrument in writing signed by any officer or other person authorised for such purpose by it, one or more qualified persons to be Receiver or Receivers. If the Lender appoints more than one person as Receiver, the Lender may give the relevant persons power to exercise all or any of the powers conferred on Receivers individually as well as jointly and to the exclusion of the other or others of them.

Any Receiver may be appointed either Receiver of all the Security Assets or of such part of the Security Assets as may be specified in the appointment. In the latter case, the rights and powers conferred by clause 11.4 (Powers of Receivers) shall have effect as though every reference in that clause to “rights and powers” were a reference to rights and powers in respect of the part of such Security Assets so specified or any part thereof.

The Lender may, by deed or by instrument in writing signed by any officer or other person authorised for such purpose by it (so far as it is lawfully able and subject to any requirement of the court in the case of an administrative receiver) remove any Receiver appointed by it and may, whenever it deems expedient, appoint any one or more other qualified persons in place of or to act jointly with any other Receiver.

Any Receiver shall for all purposes and at all times be and be treated as the agent of the Company and accordingly any Receiver is deemed to be in the same position as a Receiver duly appointed by a mortgagee under the LPA 1925. The Company shall be solely responsible for his contracts, engagements, acts, omissions, defaults and losses and for all liabilities incurred by him and for the payment of his remuneration. No Receiver shall at any time act as, or be deemed to be, agent of the Lender. The Lender shall not incur any liability (either to the Company or to any other person) by reason of the appointment of any Receiver or for any other reason).

Subject to section 36 of the Insolvency Act, the Lender may from time to time fix the remuneration of any Receiver appointed by it (without being limited to the maximum rate specified in section 109(6) of the LPA 1925) and may direct payment of such remuneration out of moneys accruing to him as Receiver, but the Company alone shall be liable for the payment of such remuneration and for all other costs, charges and expenses of the Receiver.

The Lender may, for as long as any of the Secured Liabilities for which any other person may be liable as principal debtor or as co-surety with the Company have not been paid or discharged in full, at its sole discretion, place and retain on a suspense account, for as long as it considers fit, any moneys received, recovered or realised under or in connection with this Deed to the extent of such Secured Liabilities without any obligation on the part of the Lender to apply them in or towards the discharge of such Secured Liabilities.

All moneys arising from the exercise of the powers of enforcement under this Deed shall (except as may be otherwise required by applicable law) be held by the Lender and any Receiver and applied in the following order of priority (but without prejudice to the right of the Lender to recover any shortfall from the Company):

and section 109(8) of the LPA 1925 shall be deemed varied and extended in such respect.

No person dealing with the Lender, any Receiver or any Delegate shall be bound to enquire:

All the protections given to purchasers from a mortgagee by sections 104 and 107 of the LPA 1925, and to persons dealing with a receiver in section 42(3) of the Insolvency Act in any other legislation for the time being in force, shall apply equally to any person purchasing from or dealing with the Lender, any Receiver or any Delegate.

If the Lender, any Receiver or any Delegate shall take possession of the Security Assets, it or he may at any time relinquish such possession.

The Lender will not in any circumstances (whether by reason of taking possession of the Security Assets or for any other reason whatsoever and whether as mortgagee in possession or on any other basis whatsoever):

All the provisions of clause 15.2 (Lender’s liability) shall apply, mutatis mutandis, in respect of the liability of any Receiver or Delegate or any officer, employee or agent of the Lender, any Receiver or any Delegate.

The Lender and every Receiver, Delegate, attorney, manager, agent or other person appointed by the Lender under this Deed shall be entitled to be indemnified out of the Security Assets in respect of all liabilities and expenses incurred by any of them in the execution or purported execution of any of its rights and against all actions, proceedings, costs, claims and demands in respect of any matter or thing done or omitted in anyway relating to this Deed or the Security Assets, and the Lender and any such Receiver, Delegate, attorney, manager, agent or other person appointed by the Lender under this Deed may retain and pay all sums in respect of them out of any moneys received. The obligations contained in this clause 15.4 shall survive the expiration of this Deed.

The Company shall pay and discharge all Secured Liabilities at the time or times when, in the manner in which, and in the currencies in which, they are expressed to be due and payable under the Loan Agreement.

until full payment and discharge of the relevant Secured Liability (both before and after any judgment).

The Company shall indemnify the Lender on demand against all Costs and Expenses reasonably expended, paid, incurred or debited on account by the Lender in connection with the negotiation, preparation, printing, execution, stamping, filing, registration and perfection of this Deed and any other document referred to in this Deed.

The Company shall indemnify the Lender within three Business Days of demand against all Costs and Expenses reasonably expended, paid, incurred or debited on account by the Lender in connection with:

The Company shall indemnify the Lender within three Business Days of demand against all Costs and Expenses expended, paid, incurred or debited on account by the Lender:

The Company shall pay promptly, and in any event before any penalty becomes payable, all stamp, registration, documentary and similar Taxes, if any, payable in connection with the entry into, performance, enforcement or admissibility in evidence of this Deed or any other document referred to in this Deed, and shall indemnify the Lender against any cost, loss or liability with respect to, or resulting from any delay in paying or omission to pay, any such Tax.

For the purpose of clause 19 (Currency indemnity), “rate of exchange” means the rate at which the Lender is able on the relevant date to purchase the Required Currency with the Other Currency and shall take into account any commission, premium and other costs of exchange and Taxes payable in connection with such purchase.

For all purposes, including any Proceedings:

of the amount of any indebtedness comprised in the Secured Liabilities or any applicable rate of interest shall, in the absence of manifest error, be conclusive evidence against the Company of the matters to which it relates.

The Company appoints, irrevocably. (within the meaning of section 4 of the Powers of Attorney Act 1971) and byway of security for the performance of its obligations under this Deed, the Lender, every Receiver and every Delegate severally to be the attorney of the Company, on its behalf and in its name or otherwise and as its act and deed, at such time and in such manner as the attorney may think fit:

and the taking of action by the attorney or attorneys shall (as between it and any third party) be conclusive evidence of its right to take such action.

The Company undertakes to ratify and confirm everything that any attorney does or purports to do in the exercise or purported exercise of the power of attorney in clause 21.1 (Appointment).

Following any Event of Default which is continuing the Lender may (but shall not be obliged to) set off against any obligation of the Company due and payable by it to or for the account of the Lender under this Deed and not paid on the due date or, where applicable, within any grace period for payment, any moneys held by the Lender for the account of the Company at any office of the Lender anywhere and in any currency, whether or not matured. If any such obligation is unliquidated or unascertained, the Lender may set off in an amount estimated by it in good faith to be amount of that obligation. The Lender may effect such currency exchanges as are appropriate to implement the set-off and any usual charges and all applicable Taxes in relation to such currency exchanges shall be paid by the Company.

The Lender may, at any time, without the consent of the Company, assign or transfer any of its rights and obligations under this Deed to any person to whom its rights under the Shareholders’ Agreement are assigned or transferred.

The rights, interests and obligations of the Company under this Deed are personal to it. Accordingly, they are not capable of being assigned, transferred or delegated in any manner. The Company undertakes that it shall not at anytime assign or transfer, or attempt to assign or transfer, any of its rights, interests or obligations under or in respect of this Deed to any person.

This Deed may not be amended, modified or waived in any respect whatsoever.

Any communication to be made under or in connection with this Deed shall be made in writing and, unless otherwise stated, may be made by fax or letter.

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with this Deed is that identified with its name below or any substitute address, fax number or department or officer as the Party may notify to the other Parties by not less than five Business Days’ notice.

and, if a particular department or officer is specified as part of its address details provided under clause 25.2 (Addresses), if addressed to that department or officer.

No delay or omission by the Lender in exercising any right provided by law or under this Deed shall impair, affect, or operate as a waiver of, that or any other right. The single or partial exercise by the Lender of any right shall not preclude or prejudice any other or further exercise of that, or the exercise of any other, right. The rights of the Lender under this Deed are in addition to and do not affect any other rights available to it by law including, without limitation, the right to appoint an administrator under the Insolvency Act.

The perpetuity period of the trusts created under this Deed shall be 80 years.

Each of the Parties to this Deed intends it to be a deed and confirms that it is executed and delivered as a deed, in each case notwithstanding the fact that any one or more of the Parties may only execute this Deed under hand.

This Deed may be executed in any number of counterparts, and by the Parties on separate counterparts, but will not be effective until each Party has executed at least one counterpart. Each counterpart shall constitute an original of this Deed, but all the counterparts will together constitute one and the same instrument.