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                                                                    EXHIBIT 4.45

                                                                  CONFORMED COPY

DEED OF PLEDGE OF SHARES
(Marconi Communications B.V.)

This fifteenth day of May two thousand and three, there appeared before me,
Christiaan Maria Stokkermans, civil law notary in Amsterdam: Luc Pierre Peters,
with office address at Apollolaan 15, 1077 AB Amsterdam, the Netherlands, born
in Roosendaal en Nispen, the Netherlands, on the first day of February nineteen
hundred and seventy-seven, in this respect acting as attorney-in-fact of:

1.       Marconi Communications, Inc., a company incorporated under the laws of
         the State of Delaware, the United States of America, having its
         registered seat at 1209 Orange Street, Wilmington, New Castle County,
         United States of America, registered with the Office of the Secretary
         of State of Delaware under registration number 7854413 (the "PLEDGOR");

2.       The Law Debenture Trust Corporation p.l.c., a public limited company
         incorporated under the laws of England and Wales, having its registered
         offices at Fifth Floor, 100 Wood Street, London EC2V 7EX, United
         Kingdom and registered at the Companies House under number 01675231
         (the "PLEDGEE"); and

3.       Marconi Communications B.V., a private company with limited liability
         (besloten vennootschap met beperkte aansprakelijkheid) incorporated
         under the laws of The Netherlands, having its official seat in Gouda,
         The Netherlands, its registered office at De Entree 11-13, 1101 BH,
         Amsterdam-Zuidoost, The Netherlands, and registered in the Commercial
         Register under number 29046660 (the "COMPANY").

The aforementioned proxy appears from three written powers of attorney attached
to this deed (Annexes).

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The person appearing declared the following:

CONSIDERING THE FOLLOWING:

(A)      Pursuant to the Relevant Documents (as defined below by reference)
         certain of the Secured Creditors (as defined below by reference) have
         lent monies to the Issuer on the terms and conditions set out therein.

(B)      In connection with the Relevant Documents it is envisaged that the
         Pledgor, inter alia, enters into this Deed.

(C)      The Pledgor is the owner of all issued and outstanding shares in the
         capital of the Company.

DECLARE AS FOLLOWS:

1.       INTERPRETATION AND PARALLEL DEBT

1.1      DEFINITIONS

         1.1.1    Words and expressions defined in the Security Trust and
                  Intercreditor Deed (as defined hereafter) shall have the same
                  meaning when used herein unless defined otherwise in this
                  Deed.

         1.1.2    In this deed ("DEED") the following terms shall have the
                  following meanings:

                  "ARTICLES OF ASSOCIATION" means the articles of association
                  (statuten) of the Company as they currently stand since their
                  latest amendment on the fourteenth day of November two
                  thousand and two and as amended from time to time;

                  "BENEFICIARIES" means each of (a) the Secured Creditors,
                  expressly including the Pledgee and (b) the Pledgee pro se
                  (insofar as it is not a Secured Creditor) and "BENEFICIARY"
                  means any of them;

                  "FUTURE SHARES" means any and all shares in the capital of the
                  Company which are issued to the Pledgor after the date of this
                  Deed regardless of whether such issue was approved prior to
                  the date hereof;

                  "PARALLEL OBLIGATIONS" has the meaning ascribed thereto in
                  Clause 3 (Parallel Debt Obligation) of the Security Trust and
                  Intercreditor Deed;

                  "PRESENT SHARES" means all currently issued and outstanding
                  ordinary shares in the capital of the Company, being forty
                  ordinary shares with a nominal value of four hundred and sixty
                  euro (EUR 460) each, numbered 1 through 40, which were all
                  acquired by the Pledgor by issuance upon incorporation of the
                  Company (at that time named: FORE Systems B.V.) by a notarial
                  deed of incorporation dated the twenty-third day of December
                  nineteenhundred and ninety-six, executed by Mark Peter
                  Bongard, civil law notary in Amsterdam, The Netherlands, and
                  are all registered in the name of the Pledgor;

                  "RELATED ASSETS" has the meaning ascribed thereto in Clause
                  2.2 (ii);

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                  "SECURED OBLIGATIONS" means all present and future
                  indebtedness, liabilities and other monetary obligations (for
                  the avoidance of doubt, including any liabilities and
                  obligations which have been cash-collateralised by the
                  Pledgor) at any time due, owing or incurred by the Pledgor to
                  the Pledgee (as Security Trustee, pro se or in whatever other
                  capacity) under the Relevant Documents, both actual and
                  contingent and whether incurred solely or jointly and in
                  whatever capacity, including, for the avoidance of any doubt
                  and without limitation, (a) any refinancing, novation,
                  deferral or extension of such obligations, (b) any obligation
                  relating to any increase in the amount of such obligations,
                  (c) any claim for damages or restitution relating to such
                  obligations, (d) any claim in respect of such obligations as a
                  result of any recovery by the Pledgor of a payment or
                  discharge, or non-allowability, on the grounds of preference,
                  (e) the Pledgor's Parallel Obligations, and (f) any amounts
                  that would be included in any of the foregoing but for any
                  discharge, non-provability or unenforceability of those
                  amounts in any insolvency or other proceedings (including
                  interest accruing after the commencement of any insolvency or
                  other proceedings);

                  "SECURITY ASSETS" means: (i) the Shares, (ii) the Related
                  Assets, and (iii) the dividends, rights, monies and other
                  assets to which the Pledgee is entitled pursuant to the terms
                  hereof or any of the foregoing;

                  "SECURITY PERIOD" means the period beginning on the date
                  hereof and ending on the date upon which the security hereby
                  created is released pursuant to the terms of the Security
                  Trust and Intercreditor Deed; "SECURITY TRUST AND
                  INTERCREDITOR DEED" means the security trust and intercreditor
                  deed dated on or about the date hereof and made between, among
                  others, Marconi Corporation plc as Issuer, the parties listed
                  therein as Guarantors, The Law Debenture Trust Corporation
                  p.l.c. as Security Trustee, Law Debenture Trust Company of New
                  York as Senior Note Trustee, JPMorgan Chase Bank as Junior
                  Note Trustee, HSBC Bank plc as New Bonding Facility Agent and
                  The Bank of New York as Depository, Paying Agent and
                  Registrar;

                  "SHARES" means the Present Shares and the Future Shares;

                  "VOTING EVENT" means the occurrence of an Enforcement Event
                  which is continuing, provided that notice has been given by
                  the Pledgee to the Pledgor and the Company of the fact that
                  the Pledgee wishes to obtain the Voting Rights; and

                  "VOTING RIGHTS" has the meaning ascribed thereto in Clause
                  2.7.

1.2      INTERPRETATION

         1.2.1    Headings are for convenience of reference only.

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         1.2.2    Where the context so permits, the singular includes the plural
                  and vice versa.

         1.2.3    Save where the contrary is indicated, any reference in this
                  Deed to the "Pledgee", the "Pledgor", a "Beneficiary", or the
                  "Company" shall be construed so as to include its or their
                  respective successors, transferees and assigns from time to
                  time and any successor of such a successor, transferee or
                  assign in accordance with their respective interests.

         1.2.4    A "Clause" shall, subject to any indication to the contrary,
                  be construed as a reference to a clause hereof.

         1.2.5    References to the Security Trust and Intercreditor Deed, any
                  Relevant Document, this Deed or any other agreement or
                  document shall, where applicable, be deemed to be references
                  to the Security Trust and Intercreditor Deed, such Relevant
                  Document, this Deed or such other agreement or document as the
                  same may have been, or may from time to time be, extended,
                  prolonged, amended, restated, supplemented, renewed or
                  novated, as persons may accede thereto as a party or withdraw
                  therefrom as a party in part or in whole or be released
                  thereunder in part or in whole, and as facilities and
                  financial services are or may from time to time be granted,
                  extended, prolonged, increased, reduced, cancelled, withdrawn,
                  amended, restated, supplemented, renewed or novated
                  thereunder.

         1.2.6    A statute or statutory provision shall be construed as a
                  reference to such statute or statutory provision as the same
                  may have been, or may from time to time be, amended or
                  re-enacted and all instruments, orders, plans, regulations,
                  by-laws, permissions and directions at any time made
                  thereunder.

         1.2.7    The term "including" shall be construed as meaning "including
                  without limitation".

         1.2.8    A "person" shall be construed as a reference to any person,
                  firm, company, corporation, body corporate, government, state
                  or agency of a state or any association or partnership
                  (whether or not having separate legal personality) of two or
                  more of the foregoing.

         1.2.9    A "subsidiary" of any person shall be construed as a reference
                  to any other person which is a "subsidiary undertaking" in
                  relation to the first-mentioned person within the meaning
                  ascribed to that term by Section 24a Book 2 of the Dutch Civil
                  Code as it is in force at the date hereof.

         1.2.10   "tax" shall be construed so as to include any tax, levy,
                  impost, duty or other charge of a similar nature (including,
                  without limitation, any penalty or interest payable in
                  connection with any failure to pay or delay in paying any of
                  the same).

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         1.2.11   "value added tax" shall be construed so as to include any
                  similar tax which may be imposed in place thereof from time to
                  time.

         1.2.12   "continuing" in relation to an Enforcement Event, shall be
                  construed as a reference to an acceleration of any Secured
                  Obligation (other than Secured Obligations arising under the
                  New Bonding Facility Agreement) where such acceleration has
                  not been rescinded in writing or a declaration that the
                  Secured Obligations (other than Secured Obligations arising
                  under the New Bonding Facility Agreement) are prematurely due
                  and payable (other than solely as a result of it becoming
                  unlawful for a Secured Creditor to perform its obligations
                  under the Relevant Documents) where such declaration has not
                  been revoked in writing or any failure by an Obligor to pay
                  any principal amount in respect of any Secured Obligations
                  (other than Secured Obligations arising under the New Bonding
                  Facility Agreement) whether on maturity or otherwise which has
                  not been waived in writing. In this Clause 1.2.12 the words
                  "SECURED OBLIGATIONS" have the meaning attributed thereto in
                  the Security Trust and Intercreditor Deed.

         1.3      UNDERTAKING TO PLEDGE

                  The Pledgor hereby agrees with the Pledgee and hereby
                  undertakes that the Pledgor shall grant to the Pledgee the
                  rights of pledge purported to be granted under and pursuant to
                  this Deed.

1.4      PLEDGEE NOT AN AGENT

         1.4.1    The parties acknowledge that, solely in connection with the
                  creation of rights of pledge hereunder or pursuant hereto, the
                  Pledgee acts in its own name and not as representative of the
                  Beneficiaries or any of them and consequently the Pledgee
                  becomes the sole pledgee hereunder and pursuant hereto.

         1.4.2    Without prejudice to Clause 1.4.1, the parties agree that the
                  provisions of the Security Trust and Intercreditor Deed in
                  respect of the Security Trustee apply to the Pledgee as
                  pledgee mutatis mutandis for the duration of this Deed.

2.       PLEDGE OF THE SECURITY ASSETS

2.1      To secure and provide for the payment of all Secured Obligations the
         Pledgor hereby pledges (verpandt) for the duration of the Security
         Period to the Pledgee by way of a first priority right of pledge
         (eerste recht van pand) all of the Present Shares, as at the date of
         this Deed free of all encumbrances (beperkte rechten) and attachments,
         which rights are hereby accepted by the Pledgee.

2.2      To further secure and provide for the payment of all Secured
         Obligations, the Pledgor hereby pledges (verpandt) to the Pledgee by
         way of a first priority right of pledge (eerste recht van pand) as at
         the date of this Deed

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         free and clear of all encumbrances (beperkte rechten):

         (i)  all cash dividends payable at any time hereafter on all or any of
              the Present Shares; and

         (ii) all rights, monies (except for cash dividends) and other assets
              (all of the foregoing hereinafter referred to collectively as
              "RELATED ASSETS") accruing, distributed, issued or offered at any
              time by way of redemption, repurchase, dividend, bonus,
              preference, pre-emption, conversion, capitalization of profits or
              reserves, substitution, exchange, option right or otherwise in
              respect of any of the Present Shares (or in respect of any
              shares, rights, monies, or other assets previously accruing,
              offered or issued as referred to in this paragraph) and all
              proceeds of any and all of the foregoing including, but without
              limitation, proceeds that constitute assets of the types described
              above;

         to the extent that (A) such dividends or Related Assets accrue on or
         after the date of this Deed and (B) such Related Assets can be made
         subject to a right of pledge (recht van pand) as a matter of Dutch
         law. The Pledgee hereby accepts such pledge. To the extent that any
         of the Related Assets cannot be made subject to a right of pledge as
         a matter of Dutch law, the Pledgor hereby undertakes to the Pledgee
         to create an equivalent first ranking security interest in favour of
         the Pledgee on such Related Assets in the form of a mortgage
         (hypotheek).

2.3      The Pledgor hereby unconditionally and irrevocably grants to the
         Pledgee by way of a first priority right of pledge (eerste recht van
         pand) on all Future Shares, all cash dividends payable on such Future
         Shares and all Related Assets in respect of any Future Shares, as at
         the date of this Deed free and clear of all encumbrances (beperkte
         rechten). The Pledgee hereby accepts such pledge. The Pledgor shall
         promptly notify the Pledgee upon acquisition of any Future Shares and
         each of the Pledgor and the Company shall at its own expense execute
         such agreements, deeds, confirmations and notices and do all such
         assurances, acts and things as the Pledgee may require for giving
         full effect to this Clause 2.3 and for creating, perfecting or
         protecting the Pledgee's security rights in respect of the Future
         Shares, all cash dividends payable on such Future Shares and all
         Related Assets in respect of any Future Shares or any part thereof.
         Without prejudice to the foregoing, to the extent that any of the
         Related Assets cannot be made subject to a right of pledge as a
         matter of Dutch law, the Pledgor hereby undertakes to the Pledgee to
         create an equivalent first ranking security interest in favour of the
         Pledgee on such Related Assets in the form of a mortgage (hypotheek).

2.4      If any of the Shares are changed, classified or reclassified,
         subdivided, consolidated or converted through (statutory) merger, or
         otherwise, or the

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         rights attaching to the Shares are altered in any way, the shares or
         other securities resulting from such event are hereby pledged and
         shall automatically become subject to the pledge (pandrecht) hereby
         created. Where that is not possible, the Pledgor shall execute one or
         more pledge agreements in form and substance similar to this Deed in
         respect of such shares or other securities. Nothing in this Clause
         2.4, however, should be construed as to imply or contain the consent
         of the Pledgee to change the Shares as set out in the first sentence
         of this Clause 2.4.

2.5      Subject at all times to the restrictions set forth in the Relevant
         Documents, the Pledgee hereby gives its consent to the Pledgor to
         receive, retain and utilise cash dividends distributed by the
         Company, so long as the Company shall not have received a written
         notice from the Pledgee or the Issuer stating that an Enforcement
         Event has occurred and is continuing. So long as the Company shall
         not have received such notice, the Company shall be authorised to pay
         such cash dividends directly to the Pledgor.

2.6      By signing this Deed, the Company confirms (and the other parties
         agree) that a written notice from the Pledgee to the Company stating
         that an Enforcement Event (i) has occurred and (ii) is continuing,
         shall be sufficient for the Company to accept the Pledgee as being
         exclusively entitled to such rights and other powers which it is
         entitled to exercise pursuant to Clause 2.5.

2.7      The voting and other consensual rights and similar rights or powers
         attaching to the Present Shares or any part thereof (hereafter the
         "VOTING RIGHTS") are hereby transferred by the Pledgor to the Pledgee
         under the condition precedent that a Voting Event occurs during the
         Security Period. The Pledgor's execution hereof constitutes a written
         shareholder's resolution taken outside a meeting by the Pledgor
         acting as the sole shareholder of the Company approving such transfer
         of the Voting Rights. The Pledgor hereby confirms that the managing
         directors of the Company have been given the opportunity to advise on
         the resolution aforementioned. Until the occurrence of a Voting Event
         the Pledgor may exercise any and all such Voting Rights, save to the
         extent that such exercise would constitute a Default or an Event of
         Default under the Indentures. The foregoing provisions of this Clause
         2.7 regarding Voting Rights will also apply to Future Shares, once
         acquired by the Pledgor. Upon acquisition of Future Shares, each of
         the Pledgor and the Company shall at its own expense do all such
         assurances, acts and things as the Pledgee may require for giving
         full effect to this Clause 2.7 and for creating, perfecting or
         protecting the Pledgee's entitlement to the Voting Rights in respect
         of the Future Shares.

2.8      Upon the occurrence of a Voting Event:

         (a)  any and all rights of the Pledgor to exercise the Voting
              Rights which it is entitled to exercise pursuant to
              Clause 2.7 above shall cease and

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              the Pledgee shall have the sole and exclusive right and authority
              to exercise such Voting Rights and shall be entitled to exercise
              or refrain from exercising such rights in such manner as the
              Pledgee may in its absolute discretion deem fit; and

         (b)  all dividends, distributions and interest payments which are
              received by the Pledgor contrary to the provisions of this Deed
              shall be received and held as custodian (bewaarnemer) or, if
              possible under applicable law, on trust, for the benefit of the
              Pledgee and shall pending payment, transfer or delivery to the
              Pledgee be segregated from the other assets and funds of the
              Pledgor and shall be immediately paid over, transferred or
              delivered to the Pledgee in the same form as so received.

2.9      By signing this Deed, the Company confirms (and the other parties
         agree) that a written notice from the Pledgee to the Company stating
         that a Voting Event has occurred, shall be sufficient for the Company
         to accept the Pledgee as being exclusively entitled to such rights
         and other powers which it is entitled to exercise pursuant to Clause
         2.8.

2.10     Insofar as any right of pledge envisaged to be created hereunder or
         pursuant hereto cannot be created as a first ranking right of pledge
         due to prior encumbrances, a right of pledge is still created in
         favour of the Pledgee as pledgee and hereby granted and accepted as
         set out in Clause 2.1 and 2.2 and this Deed shall be construed
         accordingly, without prejudice to the Pledgee's rights vis-a-vis the
         Pledgor because no first ranking right of pledge has been created.

2.11     The Pledgee shall not have the rights which the law attributes to
         holders of depositary receipts of shares of a company issued with
         such company's co-operation unless and until a Voting Event has
         occurred.

3.       FURTHER ASSURANCES/DELIVERY OF DOCUMENTS

3.1      Each of the Company and the Pledgor shall promptly enter into and do
         all such acts or execute all such documents (including assignments,
         transfers, notices and instructions) as the Pledgee may specify (and
         in such form as the Pledgee may require in favour of the Pledgee or
         its nominee(s)) to perfect the rights of pledge created or intended
         to be created in respect of the Security Assets or for the exercise
         of its rights under this Deed.

3.2      If so requested by the Pledgee, the Pledgor shall take all such action
         as is available to it (including making all filings and
         registrations) as may be necessary for the purpose of the creation,
         perfection, protection or maintenance of the rights of pledge
         conferred or intended to be conferred on the Pledgee by or pursuant
         to this Deed.

4.       PERFECTION OF PLEDGE OF THE SHARES

         By signing this Deed the Company:

         (i)  acknowledges the first priority right of pledge of the Present
              Shares

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                and the Future Shares and acknowledges to have been notified of
                the first priority right of pledge on all cash dividends paid or
                payable at any time hereafter on all or any of the Shares and
                the Related Assets (insofar as relevant) and undertakes to
                register such rights of pledge in its shareholders' register;

         (ii)   undertakes to provide the Pledgee within ten (10) Business Days
                after the execution of this Deed with a copy of the relevant
                entry in its shareholders' register; and

         (iii)  to the extent possible and with the knowledge of the Pledgor,
                waives any pre-emption right or right of first refusal granted
                under the Articles of Association or otherwise (where
                applicable) of the Company that may impede the exercise by the
                Pledgee of the rights of pledge and the other rights conferred
                hereunder which waiver is hereby accepted by the Pledgee.

5.       TERMINATION

5.1      This Deed and the Pledgee's security interests constituted hereunder or
         pursuant hereto, shall, unless the same are terminated by operation of
         law, be in full force and effect vis-a-vis the Pledgor until the end of
         the Security Period.

5.2      It is expressly agreed that the Pledgee will be entitled to terminate
         by notice (opzegging) the rights of pledge created hereunder in part or
         in whole in respect of (i) all or part of the Security Assets and/or
         (ii) all or part of the Secured Obligations, as envisaged by Section
         81-2 Book 3 of the Dutch Civil Code, and if and insofar as the
         purported effect of any such termination would require a waiver
         (afstand) by the Pledgor such termination shall be construed
         accordingly and the Pledgor hereby in advance agrees to such waiver.

6.       CONTINUING AND INDEPENDENT SECURITY

6.1      ULTIMATE BALANCE

         The Pledgee's security interests constituted by or pursuant to this
         Deed shall be continuing and shall remain in full force and effect,
         notwithstanding any intermediate payment of any Secured Obligation, and
         shall apply to the ultimate balance of the Secured Obligations.

6.2      THE PLEDGOR'S OBLIGATIONS

         To the fullest extent permitted under applicable law, the obligations
         of the Pledgor shall not be discharged, prejudiced, impaired,
         diminished or otherwise affected by:

         (i)    any winding-up, insolvency, bankruptcy, dissolution,
                administration, moratorium or re-organisation of (or similar
                legal or equitable principles relating to or limiting creditors'
                rights generally) or other change in the Pledgor or the Company;

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         (ii)   any of the Secured Obligations being at any time illegal,
                invalid, unenforceable or ineffective;

         (iii)  any time or other indulgence being granted to the Pledgor or any
                other person;

         (iv)   any amendment, variation, waiver or release of any of the
                Secured Obligations;

         (v)    any failure to take or failure to realise the value of any other
                collateral in respect of the Secured Obligations or any release,
                discharge, exchange or substitution of any such collateral; or

         (vi)   any other act, event or omission which but for this provision
                would or might operate to impair, discharge, prejudice, diminish
                or otherwise affect the obligations of the Pledgor hereunder.

6.3      IMMEDIATE RECOURSE

         To the fullest extent allowed by applicable law, the Pledgor waives any
         right it may have of first requiring the Pledgee to proceed against, or
         claim payment from any person or entity or enforce any guarantee or
         security granted by any other person or entity before enforcing this
         Deed and/or its rights hereunder or pursuant hereto. In particular, the
         Pledgor irrevocably waives the defence of eviction conferred by Section
         234 Book 3 of the Dutch Civil Code, which waiver is hereby accepted by
         the Pledgee.

6.4      ADDITIONAL SECURITY

         This Deed shall be in addition to and shall not in any way be
         prejudiced by or dependent on any collateral or other security now or
         hereafter held by the Pledgee as security for the Secured Obligations.

6.5      CERTIFICATES

         A certificate signed by any duly authorised officer of the Pledgee or
         its Delegates setting forth any amount due to it from the Pledgor in
         respect of any Secured Obligation shall be prima facie evidence that
         such amount is due from the Pledgor in the absence of manifest error.

6.6      RELEASE

         Where any release of a right of pledge over Security Assets is made in
         whole or in part on the faith of any payment, which is subsequently
         avoided or must be restored by virtue of any laws relating to
         bankruptcy, insolvency, liquidation or similar laws of general
         application, the rights of pledge created hereby and pursuant hereto
         shall continue as if there had been no such release and the foregoing
         shall serve as a condition to such release.

6.7      EXERCISE OF RIGHTS, POWERS, REMEDIES

         The Pledgee does not before exercising any of the rights, powers or
         remedies conferred upon it by this Deed or by law, need to (a) take
         proceedings or obtain judgement against the Pledgor or any other person
         in any court, (b) make or file any claim or proof in an insolvency, a
         winding-up or a dissolution of the Pledgor or of any other person or
         (c) enforce or

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                                                                              11

         seek to enforce any other security which the Pledgee may now or at any
         time hereafter hold for or in connection with any of the Secured
         Obligations.

7.       REPRESENTATIONS AND WARRANTIES

7.1      Each of the Pledgor and, to the extent relevant, the Company represents
         and warrants to the Pledgee that:

         (a)    as at the date of this Deed, it is the sole legal and beneficial
                owner of the Security Assets free from any Security (as such
                term is defined in the Security Trust and Inter creditor Deed)
                except as created by this Deed;

         (b)    there are no restrictions on the transfer of the Shares, other
                than (i) pursuant to this Deed and (ii) as set out in the
                transfer restriction clause in the Articles of Association;

         (c)    it will be the sole legal and beneficial owner of the Security
                Assets free from any Security (as such term is defined in the
                Security Trust and Intercreditor Deed), except as not expressly
                prohibited under the Indentures; and

         (d)    the Present Shares are fully paid up.

7.2      The Pledgor undertakes to the Pledgee that, except as not expressly
         prohibited under the Indentures:

         (a)    it will not create or permit to subsist any Security over the
                Security Assets or any interest in or any part of the Security
                Assets; and

         (b)    it will not (and shall not agree to) sell or attempt to sell or
                otherwise dispose of the Security Assets or any interest in or
                part of the Security Assets.

8.       ENFORCEMENT

8.1      Upon and at all times after the occurrence of an Enforcement Event
         which (i) is continuing and (ii) also constitutes a default (verzuim)
         in or in connection with the proper performance of the Secured
         Obligations, the rights of pledge created hereunder shall become
         immediately enforceable and the Pledgee shall be entitled in its
         absolute discretion and to the fullest extent permitted by applicable
         law, without further notice, advertisement, hearing or process of law
         of any kind to sell and transfer all or part of the Security Assets in
         accordance with the laws of The Netherlands, and, where applicable, the
         Articles of Association including, but not limited to:

         (a)    selling the Shares and, where applicable, the Related Assets at
                a public auction in accordance with local custom and conditions
                in accordance with Section 250 Book 3 of the Dutch Civil Code;
                or

         (b)    applying for a court order (the corresponding right of
                application of the Pledgor is hereby excluded from pursuing and
                the Pledgor hereby waives and agrees not to exercise its right
                to apply for such a court order, which waiver is hereby accepted
                by the Pledgee) authorising the sale of the Shares and the
                Related Assets in the manner

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                                                                              12

                determined by the court, or authorising that the Shares and the
                Related Assets remain with the Pledgee in payment of such amount
                as will be determined by the court in accordance with Section
                251 Book 3 of the Dutch Civil Code.

         To the extent permissible under the laws of The Netherlands and the
         Articles of Association, the Pledgor hereby irrevocably waives,
         renounces and agrees not to exercise any pre-emption rights or rights
         of first refusal upon such a sale by the Pledgee which waiver is hereby
         accepted by the Pledgee.

         The Pledgee is hereby irrevocably authorised (without obligation) by
         the Pledgor in the event of such a sale:

         (a)    to offer the Shares and, where applicable, the Related Assets
                for sale in the manner prescribed by the Articles of Association
                or to seek the approval of the corporate body designated under
                the Articles of Association as empowered to approve all proposed
                transfers of shares, as the case may be, and to exercise the
                Pledgor's rights in connection with the sale and transfer of the
                Shares as provided in Section 198 of sub-section 5 Book 2 of the
                Dutch Civil Code;

         (b)    to cause notice of such sale of the Shares and, where
                applicable, the Related Assets, to be served, also on behalf the
                Pledgor, upon the Company in accordance with the laws of The
                Netherlands and the Articles of Association; and

         (c)    to cause any of the Shares and, where applicable, the Related
                Assets to be registered in the name of the new owner(s)
                following the sale to the extent required on behalf of the
                Pledgor, to do all such acts and to sign all such documents as
                are necessary for that purpose pursuant to the laws of The
                Netherlands or the provisions of the Articles of Association.

8.2      In the scope of the enforcement of this pledge pursuant to this Clause
         8 the Pledgee shall have the right to impose such limitations and
         restrictions on the sale of the Shares and, where applicable, the
         Related Assets as the Pledgee may deem necessary or appropriate to
         comply with any law or regulation applicable to the sale. The Pledgor
         shall co-operate with the Pledgee in obtaining any necessary permits,
         exemptions or consents of competent authorities and in ensuring that
         the sale of the Shares and, where applicable, the Related Assets does
         not violate any applicable securities laws.

8.3      REDEMPTION OF PRIOR ENCUMBRANCES

         The Pledgee may at any time after the security hereby constituted has
         become enforceable redeem any prior encumbrance except for prior
         encumbrances which have been or will be created for the sole purpose of
         complying with provisions of mandatory law or except as not expressly

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                                                                              13

         prohibited by the Indentures, over any Security Assets or procure to be
         subrogated in such prior encumbrances.

9.       APPLICATION OF PROCEEDS

         Subject to the provisions of the Security Trust and Intercreditor Deed
         or any other Relevant Document, all monies received, recovered or
         realised by the Pledgee pursuant to this Deed and/or under the powers
         hereby conferred (including the proceeds of any conversion of
         currency), shall after any of the security interests created hereunder
         or pursuant hereto have become enforceable but subject to the payment
         of any claims having priority to the security interests created
         hereunder or pursuant hereto be applied by the Pledgee for payment of
         the Secured Obligations, but without prejudice to Section 253 Book 3 of
         the Dutch Civil Code (dealing with the distribution of proceeds of
         enforcement of a right of pledge).

10.      REMEDIES

10.1     No failure on the part of the Pledgee to exercise, and no delay on its
         part in exercising, any right or remedy under this Deed will operate as
         a waiver thereof, nor will any single or partial exercise of any right
         or remedy preclude any other or further exercise thereof or the
         exercise of any other right or remedy.

10.2     The rights and remedies provided in this Deed are cumulative and not
         exclusive of any rights or remedies provided by the chosen law, any
         applicable laws of a foreign jurisdiction or the Relevant Documents.

11.      SEVERABILITY

11.1     If any of the terms hereof is or becomes invalid or unenforceable (or
         the security interests purported to be created hereunder or pursuant
         hereto are ineffective) for any reason under the laws of any
         jurisdiction or in relation to the Pledgor, such invalidity or
         unenforceability shall to the fullest extent possible under applicable
         law not affect its validity or enforceability in any other jurisdiction
         or invalidate or make unenforceable any other term hereof or the terms
         hereof.

11.2     The parties hereto agree that they will negotiate in good faith to
         replace any provision hereof held invalid, illegal or unenforceable as
         set out in Clause 11.1 with a valid provision which is as similar as
         possible in substance to the invalid, illegal or unenforceable
         provision.

12.      RESCISSION

         The Pledgor hereby waives to the fullest extent permitted by law its
         right to rescind (ontbinden) or avoid (vernietigen) the legal acts
         (rechtshandelingen) represented by this Deed which waiver is hereby
         accepted by the Pledgee.

13.      APPOINTMENT OF ATTORNEY

13.1     To the fullest extent permitted by applicable law, the Pledgor hereby
         irrevocably appoints the Pledgee and each Delegate (not being a
         receiver) severally, to be its true and lawful attorney (each the
         "ATTORNEY") (with full

<PAGE>

         power of substitution and delegation) for and on behalf of the Pledgor
         and in its name or in the name of the Pledgee and as the Pledgor's
         attorney in fact to sign, execute, seal, deliver, acknowledge, file,
         register and perfect any and all such assurances, documents,
         instruments, agreements, certificates and consents and to do any and
         all such acts and things as the Pledgor itself has undertaken to do
         under this Deed and which the Pledgee may deem to be necessary in order
         for the creation, perfection and preservation of the security interests
         created hereunder or the enforcement by the Pledgee of its rights,
         powers and authorities hereunder or by law to give full effect to the
         purposes of this Deed. It is expressly agreed that this appointment
         also applies to situations where the Pledgee (also) acts as the
         Pledgor's counterparty (Selbsteintritt). The Pledgor will ratify and
         confirm whatever the Pledgee shall do or cause to be done in pursuance
         of the powers conferred to it hereunder.

13.2     INDEMNITY

         The Pledgor shall indemnify the Attorney and keep the Attorney
         indemnified against any and all costs, claims and liabilities which the
         Attorney may incur as a result of anything done by the Attorney in the
         proper exercise of any of the powers conferred, or purported to be
         conferred, on him or her by this Clause 13 unless such cost, claim or
         liability arises as a result of the negligence or wilful misconduct of
         the Attorney.

13.3     The Pledgee shall not have any obligation whatsoever to exercise any of
         the powers conferred upon it by this Clause 13 or to make any demand or
         enquiry as to the nature or sufficiency of any payment received by it,
         or to present or file any claim or notice or take any other action
         whatsoever with respect to the Security Assets. No action taken by or
         omitted to be taken by the Pledgee acting reasonably shall give rise to
         any defence, counterclaim or set-off against the Pledgee or otherwise
         affect any of the Secured Obligations.

13.4     If a party hereto is represented by (an) attorney(s) in connection with
         the signing and/or execution and/or delivery of this Deed or any
         agreement, document or understanding referred to herein or made
         pursuant hereto, the choice of Netherlands law contained in the
         relevant power(s) of attorney to govern such power of attorney is
         hereby expressly acknowledged and accepted by the other party hereto as
         the law governing (i) the internal relationship between the principal
         and the attorney(s), (ii) the (external) authority of the attorney(s)
         and the (external) consequences of the exercise of such power(s) of
         attorney by the attorney(s) and (iii) any other attorney issues.

14.      POWER TO ASSIGN

14.1     To the fullest extent permitted under the laws of The Netherlands and

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                                                                              15

         subject to the terms of the Security Trust and Intercreditor Deed, the
         Pledgee but not, for the avoidance of doubt, the Pledgor or the
         Company, shall be entitled to assign and/or transfer all or part of its
         rights and obligations under this Deed to any assignee and/or
         transferee and the Pledgor hereby in advance gives its irrevocable
         consent to (geeft toestemming bij voorbaat) within the meaning of
         Section 156 Book 6 of the Dutch Civil Code and hereby in advance
         irrevocably co-operates with (verleent bij voorbaat medewerking aan),
         within the meaning of Section 156 Book 6 to Section 159 Book 6 of the
         Dutch Civil Code, any such assignment and/or transfer (including by
         means of take-over of debt (schuldoverneming) or take-over of agreement
         (contractsoverneming), as the case may be) hereunder.

14.2     The Pledgee shall be entitled to impart any information concerning the
         Pledgor and this Deed to any successor or proposed successor (direct or
         indirect) or to any person to whom information will be required to be
         disclosed by applicable law.

15.      NOTICES

         All notices, requests, demands and other communications under this Deed
         shall be made and delivered in accordance with the provisions of the
         Security Trust and Intercreditor Deed.

16.      EXPENSES, COSTS AND TAXES

16.1     EXPENSES

         The Pledgor shall, from time to time and promptly on demand by the
         Pledgee, reimburse the Pledgee for all costs and expenses (including
         legal fees) on a full indemnity basis together with any applicable VAT
         incurred by the Pledgee and any Delegate (provided that in relation to
         sub-clause (i) of this Clause 16.1, such costs and expenses must be
         properly incurred) in connection with any of the following:

         (i)    the execution, release and discharge of this Deed and the rights
                of pledge created or intended to be created in respect of the
                Security Assets and the completion of the transactions and
                perfection of the rights of pledge contemplated in this Deed or
                forming part of the rights of pledge created or intended to be
                created in respect of Security Assets;

         (ii)   the actual or contemplated exercise, preservation and/or
                enforcement of any of the rights, powers and remedies of, or the
                performance of the duties and obligations of, the Pledgee or any
                Delegate, or any amendment or waiver in respect thereof;

         (iii)  the foreclosure of any Security Assets; and

         (iv)   the preservation and/or enforcement of the rights of pledge
                created or intended to be created in respect of the Security
                Assets,

         which shall carry statutory interest from the date of such demand until
         so

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                                                                              16

         reimbursed.

16.2     TAXES

         The Pledgor shall pay, promptly on demand of the Pledgee, all stamp,
         registration, notarial and other similar taxes or fees paid or payable
         by the Pledgee in connection with any action taken or contemplated by
         or on behalf of the Pledgee for perfecting, enforcing, releasing,
         cancelling, reassigning or resolving any doubt concerning, or for any
         other purpose in relation to this Deed, any amendment thereto, any
         transfer and/or assignment of the rights and/or obligations under the
         same or the rights of pledge created or intended to be created in
         respect of the Security Assets and shall, from time to time, indemnify
         the Pledgee promptly on demand against any liabilities, costs, claims
         and expenses resulting from any failure to pay by the Pledgor or any
         delay by the Pledgor in paying any such taxes or fees.

17.      GOVERNING LAW AND JURISDICTION

17.1     This Deed shall be governed by and construed in accordance with the
         laws of The Netherlands.

17.2     The parties hereto irrevocably agree for the exclusive benefit of the
         Pledgee that the court of first instance (rechtbank) of Amsterdam, The
         Netherlands shall have jurisdiction to hear and determine any suit,
         action or proceeding and to settle any disputes which may arise out of
         or in connection with this Deed subject to ordinary appeal (hoger
         beroep) and final appeal (cassatie).

17.3     Nothing in this Deed will limit the right of the Pledgee to take
         proceedings against the Pledgor in any other court of competent
         jurisdiction, nor will the taking of proceedings in one or more
         jurisdictions prevent proceedings being taken in any other
         jurisdiction, whether concurrently or not. CLOSE The person appearing
         is known to me, civil law notary. This deed, drawn up to be kept in the
         civil law notary's custody, was executed in Amsterdam on the date first
         above written. Before reading out, a concise summary and an explanation
         of the contents of this deed were given to the person appearing. He
         then declared that he had taken note of and agreed to the contents of
         this deed and did not want the complete deed to be read to him.
         Thereupon, after limited reading, this deed was signed by the person
         appearing and by me, civil law notary. (Signed by: L.P. Peters; Chr.M.
         Stokkermans)

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