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                                                                  EXHIBIT 4.4(b)

                                                                  CONFORMED COPY

                             DATED 17 SEPTEMBER 2001


                           ATCHISON CASTING UK LIMITED
                             and others as Chargors


                                       and


                            BURDALE FINANCIAL LIMITED


                           ---------------------------

                                DEED OF DEBENTURE

                           ---------------------------


                            [THEODORE GODDARD LOGO]

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                                      INDEX

<Table>
<Caption>
CLAUSE                                                                       PAGE
<S>                                                                          <C>
1.   INTERPRETATION..........................................................  3
2.   FIXED SECURITY..........................................................  7
3.   FLOATING CHARGE.........................................................  9
4.   REPRESENTATIONS AND WARRANTIES..........................................  9
5.   UNDERTAKINGS............................................................ 12
6.   WHEN SECURITY BECOMES ENFORCEABLE....................................... 19
7.   ENFORCEMENT OF SECURITY................................................. 19
8.   RECEIVER................................................................ 21
9.   POWERS OF RECEIVER...................................................... 22
10.  APPLICATION OF PROCEEDS................................................. 25
11.  EXPENSES AND INDEMNITY.................................................. 25
12.  DELEGATION.............................................................. 26
13.  FURTHER ASSURANCES...................................................... 26
14.  POWER OF ATTORNEY....................................................... 27
15.  CONTINUING SECURITY..................................................... 27
16.  MISCELLANEOUS........................................................... 29
17.  RELEASE................................................................. 30
18.  RIGHTS AND REMEDIES..................................................... 30
19.  NOTICES................................................................. 30
20.  GOVERNING LAW AND JURISDICTION.......................................... 32

SCHEDULE 1 The Chargors...................................................... 33
SCHEDULE 2 Mortgaged Property................................................ 34
SCHEDULE 3 Forms of Notice to Banks and Acknowledgement...................... 35
SCHEDULE 4 Group Shares...................................................... 41
SCHEDULE 5 Other Accounts.................................................... 43
SCHEDULE 6 Deed of Accession................................................. 45
SCHEDULE 7 Specified Intellectual Property................................... 49
SCHEDULE 8 Specified Equipment............................................... 50

SIGNATORIES.................................................................. 51
</Table>

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THIS DEED OF DEBENTURE is dated 17 September 2001

BETWEEN:

(1)  ATCHISON CASTING UK LIMITED (Registered in England and Wales No. 03514183)
     (the "COMPANY");

(2)  THE COMPANIES (if any) identified in Schedule 1 (together with the Company
     and each person which becomes a party to this Deed by executing a Deed of
     Accession, each a "CHARGOR" and together the "CHARGORS"); and

(3)  BURDALE FINANCIAL LIMITED (Registered in England and Wales No. 2656007)
     ("BURDALE").

BACKGROUND:

(A)  The Chargors enter into this Deed to secure the repayment and satisfaction
     of the Secured Liabilities.

(B)  The Chargors and Burdale intend that this document take effect as a deed
     notwithstanding that it may be executed under hand.

IT IS AGREED:

1.   INTERPRETATION

1.1  DEFINITIONS

     In this Deed:

     "BLOCKED ACCOUNTS" is defined in the Facility Agreement.

     "BOOK DEBTS" means:

     (a)  all book and other debts in existence from time to time (including,
          without limitation, any sums whatsoever owed by banks or similar
          institutions) both present and future, actual or contingent, due,
          owing to or which may become due, owing to or purchased or otherwise
          acquired by any Chargor; and

     (b)  the benefit of all rights whatsoever relating to the debts referred to
          above including, without limitation, any related agreements,
          documents, rights and remedies (including, without limitation,
          negotiable or non-negotiable instruments, guarantees, indemnities,
          legal and equitable charges, reservation of proprietary rights, rights
          of tracing, unpaid vendor's liens and all similar connected or related
          rights and assets).

     "CHARGED ACCOUNTS" means the Blocked Accounts and the Other Accounts.

     "DANGEROUS SUBSTANCE" means any substance of whatever kind and form and in
     whatever combination capable of causing harm to any lifeform or the
     environment.

     "DEED OF ACCESSION" means a deed of accession substantially in the form set
     out in Schedule 6.

     "ENVIRONMENTAL LAW" means all laws, regulations, directives, statutes and
     any guidance, circular or regulations issued thereunder, subordinate
     legislation, common


                                       1
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     law, equity, all other international, national and local laws and all
     judgments, orders, instructions or awards of any court or competent
     authority concerning the protection of or compensation for damage to human
     health, the environment, or the condition, of any work place or the
     generation, dealing with, or disposal of any Dangerous Substance.

     "ENVIRONMENTAL LICENCE" means any consent, approval, authorisation,
     exemption, licence, order, permission, condition, recording, registration,
     variation, modification or transfer required by any Environmental Law.

     "ENVIRONMENTAL PROCEEDINGS" means any written claim or demand or any
     criminal, civil, judicial, regulatory or administrative proceedings, suit
     or action or other enforcement process brought or taken under any
     Environmental Laws (including without limitation any written claim or
     demand etc in respect of any Remedial Works) or any matter which would be
     the subject of any such written claim or demand etc but where liability has
     been admitted or otherwise settled or agreed.

     "EQUIPMENT" means (save to the extent that any such items form part of such
     Chargor's stock in trade) all present and future plant, equipment,
     machinery, computers and computer hardware and software (whether owned or
     licensed), vehicles, tools, furniture and fixtures and all attachments,
     accessories owned by any Chargor and property (other than Fixtures) now or
     in future relating to it or used in connection with it and replacements and
     substitutions for it wherever located.

     "EVENT OF DEFAULT" is defined in the Facility Agreement.

     "FACILITY AGREEMENT" means the facility agreement dated on or about today's
     date between the Company and others as Facility Companies and/or Guarantors
     and Burdale.

     "FACILITY COMPANY" is defined in the Facility Agreement.

     "FINANCE DOCUMENTS" is defined in the Facility Agreement.

     "FIXTURES" means all fixtures and fittings (including, without limitation,
     those of trade) and fixed plant and machinery on the Mortgaged Property.

     "GROUP SHARES" means all shares specified in Schedule 4 or in the Schedule
     to any Deed of Accession or, when used in relation to a particular Chargor,
     such of those shares as are specified against its name in Schedule 4 or in
     the Schedule to any Deed of Accession, together in each case with all other
     stocks, shares, debentures, bonds, warrants, coupons or other securities
     and investments now or in the future owned by any or (when used in relation
     to a particular Chargor) that Chargor from time to time;

     "INSURANCES" means all contracts and policies of insurance taken out by or
     for a Chargor or in which any Chargor has an interest (to the extent of
     that interest).

     "INTELLECTUAL PROPERTY" means all subsisting patents and subsisting rights
     of a similar nature held in any part of the world, applications for patents
     and such rights, divisions and continuations of such applications for
     patents, registered and unregistered trade marks, registered designs,
     utility models (in each case for their full period and all extensions and
     renewals of them), applications for any of them and the right to apply for
     any of them in any part of the world, inventions, confidential information,
     Know-how, business names, trade names, brand names, copyright and


                                       2
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     rights in the nature of copyright, design rights and get-up and any similar
     rights existing in any country; and the benefit (subject to the burden) of
     any and all agreements, arrangements and licences in connection with any of
     the foregoing including but not limited to the Specified Intellectual
     Property.

     "KNOW-HOW" means all the body of knowledge, technical experience, expertise
     and skills, technical processes, secret processes, formulae and technical
     information held by any Chargor and relating to its business, which is not
     in the public domain.

     "MORTGAGED PROPERTY" means any freehold or leasehold property (including
     the Premises) the subject of the security created by this Deed.

     "OBLIGORS" is defined in the Facility Agreement.

     "OTHER ACCOUNTS" means the bank accounts of the Chargors specified in
     Schedule 5 and/or in the Schedule to any Deed of Accession and/or such
     other bank accounts of the Chargors as Burdale may permit, such permission
     not to be unreasonably withheld.

     "PERMITTED SECURITY INTEREST" means any Security Interest which any Chargor
     is permitted to create or maintain under the terms of the Facility
     Agreement.

     "PREMISES" means any building or other edifice on the Mortgaged Property or
     other Security Asset.

     "RECEIVER" includes any receiver, receiver and manager or administrative
     receiver.

     "RECEIVER" means any individual or individuals (who may be an employee or
     employees of Burdale) for the time being and from time to time appointed by
     Burdale to be a receiver or receivers (and, where more than one individual
     is appointed jointly, they shall have the power to act severally, unless
     Burdale shall specify to the contrary in their appointment) under this Deed
     and, where the context shall admit, any individual or individuals for the
     time being and from time to time so appointed in substitution, provide
     always that all such individuals shall be qualified under the Insolvency
     Act 1986 to act as a receiver of the property of any company with respect
     to which he is appointed or as an administrative receiver of any such
     company.

     "RELATED RIGHTS" means, in relation to the Group Shares, all dividends and
     other distributions paid or payable after today's date on all or any of the
     Group Shares and all stocks, shares, securities (and the dividends or
     interest on them), rights, money or property accruing or offered at any
     time by way of redemption, bonus, preference, option rights or otherwise to
     or in respect of any of the Group Shares or in substitution or exchange for
     any of the Group Shares.

     "REMEDIAL WORKS" means:

     (a)  any investigation, inspection, sampling or monitoring works; or

     (b)  any works, steps or measures to treat, abate, remove, remedy, contain,
          control, manage or ameliorate the presence or actual or potential
          effect of any Dangerous Substance or any harm to the environment or
          human health or pollution of the environment.

     "SECURED LIABILITIES" means all present and future obligations and
     liabilities, whether actual or contingent and whether owed jointly or
     severally or in any other


                                       3
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     capacity whatsoever, of each Obligor to Burdale except for any obligation
     which, if it were so included, would result in a contravention of section
     151 of the Companies Act 1985 (or its equivalent in any other
     jurisdiction).

     "SECURITY ASSETS" means all assets of each Chargor the subject of any
     security created by this Deed (and includes the Mortgaged Property).

     "SECURITY INTEREST" is defined in the Facility Agreement.

     "SECURITY PERIOD" means the period beginning on the date of this Deed and
     ending on the date on which the Secured Liabilities have been irrevocably
     and unconditionally satisfied in full.

     "SECURITY SHARES" means the Group Shares and the Related Rights and, in the
     case of a particular Chargor, means such of the Group Shares as are held by
     it at the relevant time, together with all Related Rights in respect of
     such Group Shares.

     "SPECIFIED EQUIPMENT" means the Equipment (if any) specified in Schedule 8
     or in the Schedule to any Deed of Accession.

     "SPECIFIED INTELLECTUAL PROPERTY" means the registered Intellectual
     Property (if any) specified in Schedule 7 or in the Schedule to any Deed of
     Accession.

1.2  CONSTRUCTION

     (a)  Any reference in this Deed to:

          (i)    "ASSETS" includes present and future properties, revenues and
                 rights of every description;

          (ii)   an "AUTHORISATION" means an authorisation, consent, approval,
                 licence, resolution, filing or registration;

          (iii)  a "FINANCE DOCUMENT" or any other agreement or instrument is a
                 reference to that Finance Document or other agreement or
                 instrument as amended or novated;

          (iv)   "INDEBTEDNESS" includes any obligation (whether incurred as
                 principal or as surety) for the payment or repayment of money,
                 whether present or future, actual or contingent;

          (v)    a "PERSON" includes any person, firm, company, corporation,
                 government, state or agency of a state or any association,
                 trust or partnership (whether or not having separate legal
                 personality) or two or more of the foregoing;

          (vi)   a "REGULATION" includes any regulation, rule or official
                 directive (having the force of law) of any governmental,
                 intergovernmental or supranational body, agency, department or
                 regulatory, self-regulatory or other authority or organisation;

          (vii)  a provision of law is a reference to that provision as
                 amended or re-enacted;

          (viii) words importing the singular shall include the plural and vice
                 versa;


                                       4
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          (ix)   a charge or mortgage of any freehold or leasehold property
                 includes all Premises and Fixtures on that property, the
                 proceeds of sale of any part of that property, and the benefit
                 of any covenants for title (or any monies paid or payable in
                 respect of them) given or entered into by any predecessor in
                 title in respect of that property;

          (x)    any party or person includes any person deriving title from it
                 or any successor, transferee or assignee.

     (b)  Clause and Schedule headings are for ease of reference only.

     (c)  An Event of Default is "CONTINUING" if it has not been waived.

     (d)  Capitalised terms defined in the Facility Agreement have the same
          meaning when used in this Deed unless the context requires otherwise.

     (e)  If at any time the Company is the only Chargor the references in this
          Agreement to "Chargors" shall, whilst such circumstance is continuing,
          be construed accordingly.

     (f)  The terms of the other Finance Documents and of any side letters
          between the parties to this Deed in relation to the Finance Documents
          are incorporated in this Deed to the extent required for any purported
          disposition of the Mortgaged Property in this Deed to be a valid
          disposition in accordance with Section 2(1) of the Law of Property
          (Miscellaneous Provisions) Act 1989.

     (g)  Every disposition effected by this Deed is made with full title
          guarantee. The other terms of this Deed do not limit or extend any of
          the covenants implied by virtue of Part 1 of the Law of Property
          (Miscellaneous Provisions) Act 1994 but create separate and
          independent obligations having effect cumulatively with those implied
          covenants.

     (h)  Each of the charges in Clause 2 over each category of the assets, each
          asset and each sub-category of each asset specified in such clause
          shall be read and construed separately, as though each such category,
          asset and sub-category were charged independently and separately of
          each other.

     (i)  In the event of any conflict between the provisions of this Deed and
          the provisions of the Facility Agreement the provisions of this Deed
          shall prevail.

2.   FIXED SECURITY

     Each Chargor, as security for the payment and performance of the Secured
     Liabilities and in the manner specified in Clause 1.2(g) of this Deed:

     (a)  charges in favour of Burdale by way of a first legal mortgage all the
          property (if any) now belonging to it and specified in Schedule 2 and
          all other interests in any freehold or leasehold property now or in
          the future belonging to it; and

     (b)  charges in favour of Burdale by way of a first fixed charge:

          (i)  (to the extent that they are not within Clause 2(a)) all
               interests in any freehold or leasehold property now or in the
               future belonging to it;

          (ii) all Equipment (other than any Specified Equipment effectively
               mortgaged to Burdale by way of a first legal mortgage pursuant to


                                       5
<Page>

               Clause 2(e)) now or in the future belonging to it and its
               interest in any such Equipment in its possession now or in the
               future;

          (iii) all of its benefits, claims and returns of premiums in respect
               of the Insurances;

          (iv) all of its right, title and interest (if any) in and to the
               Blocked Accounts and all monies standing to the credit of any the
               Blocked Accounts and the debts represented by them;

          (v)  its goodwill and its uncalled capital both present and future;

          (vi) its Book Debts, both uncollected and collected, the proceeds of
               the same and all monies otherwise due and owing to such Chargor
               but excluding the Charged Accounts and any amounts standing to
               the credit of any Charged Account;

          (vii) the benefit of all rights, securities and guarantees of
               whatsoever nature enjoyed or held by it in relation to anything
               in sub-paragraph 2.1(b)(vii);

          (viii) its rights under any hedging arrangements;

          (ix) any of its beneficial interest, claim or entitlement in any
               pension fund;

          (x)  the benefit of all permissions of whatsoever nature and whether
               statutory or otherwise, held in connection with its business or
               the use of any Security Asset and the right to recover and
               receive all compensation which may be payable to it;

          (xi) its Intellectual Property now or in the future subject to any
               necessary (as at the date of this Deed) third party's consent to
               such charge being obtained. To the extent that such Intellectual
               Property is not capable of being charged (whether by reason of
               lack of any such consent or otherwise) the charge purported to be
               effected by this Clause 2(b)(xi) shall operate as an assignment
               of any and all damages, compensation, remuneration, profit, rent
               or income which any Chargor may derive from such Intellectual
               Property or be awarded or entitled to in respect of such
               Intellectual Property as continuing security for the payment,
               discharge and performance of the Secured Liabilities

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

     (d)  mortgages and charges and agrees to mortgage and charge to Burdale all
          the Related Rights accruing to all or any of the Group Shares held now
          or in the future by it and/or any nominee on its behalf, the same to
          be a security by way of a first mortgage or charge.

          PROVIDED THAT:

          (i)  whilst no Event of Default is continuing, all dividends and other
               distributions paid or payable as referred to in paragraph (d)
               above may be paid directly to the relevant Chargor (in which case
               Burdale or its nominee shall execute any necessary dividend
               mandate) and, if paid


                                       6
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               directly to Burdale shall be paid promptly by it to the relevant
               Chargor; and

          (ii) subject to Clause 5.4(c) whilst no Event of Default is
               continuing, all voting rights attaching to the relevant Group
               Shares may be exercised by the relevant Chargor or, where the
               shares have been registered in the name of Burdale or its
               nominee, as the relevant Chargor may direct in writing, and
               Burdale and any nominee of Burdale in whose name such Group
               Shares are registered shall execute any form of proxy or other
               document reasonably required in order for the relevant Chargor to
               do so.

     (e)  mortgages and charges and agrees to mortgage and charge to Burdale the
          same to be a security by way of a first mortgage all of its right,
          title and interest in and to:

          (i)  the Specified Equipment;

          (ii) all spare parts and replacements for and all modifications and
               additions to the Specified Equipment.

3.   FLOATING CHARGE

3.1  CREATION

     Each Chargor as security for the payment and performance of the Secured
     Liabilities and in the manner specified in Clause 1.2(g) of this Deed
     charges in favour of Burdale by way of a floating charge all its assets not
     otherwise effectively mortgaged or charged by way of fixed mortgage or
     charge by Clause 2.

3.2  CONVERSION BY NOTICE

     Burdale may by notice to any Chargor convert the floating charge created by
     this Deed into a fixed charge in relation to all or any of such Chargor's
     assets specified in the notice if:

     (a)  an Event of Default has occurred and is continuing; or

     (b)  Burdale becomes aware that steps have been taken to wind up such
          Chargor (or that such a petition has been presented).

3.3  NO WAIVER

     The giving by Burdale of a notice pursuant to Clause 3.2 in relation to any
     class of any Chargor's assets, rights and property shall not be construed
     as a waiver or abandonment of Burdale's rights to give other similar
     notices in respect of any other class of assets.

4.   REPRESENTATIONS AND WARRANTIES

4.1  MAKING OF REPRESENTATIONS

     Each Chargor makes the representations and warranties set out in this
     Clause 4 to Burdale. The representations and warranties so set out are made
     on the date of this Deed and are deemed to be repeated by the Chargors
     throughout the Security Period on those dates on which representations and
     warranties are to be repeated


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     in accordance with Clause 12.1 of the Facility Agreement with reference to
     the facts and circumstances then existing.

4.2  CAPACITY

     Each Chargor has the capacity, power and authority to enter into this Deed
     and the obligations assumed by it are its legal, valid, binding and
     enforceable obligations subject to laws affecting creditors' rights
     generally.

4.3  TITLE

     The Chargors are the sole legal and beneficial owner of the Security Assets
     free of any Security Interest or third party interest of any kind (other
     than pursuant to or as permitted by the Finance Documents).

4.4  ENVIRONMENTAL MATTERS

     (a)  Save as disclosed in writing by the relevant Chargor to Burdale prior
          to the date of this Deed, each Chargor has at all times complied with
          all applicable Environmental Law including the obtaining of and
          compliance with all requisite Environmental Licences (as varied or
          modified from time to time).

     (b)  Save as disclosed in writing by the relevant Chargor to Burdale prior
          to the date of this Deed, no Dangerous Substance has been present,
          used, disposed of or otherwise dealt with at, on, in, from or under
          any property or premises while within any Chargor's ownership,
          occupation or control in circumstances which are likely to result in
          any Environmental Proceedings.

     (c)  No Dangerous Substance is present at, in, on or under or migrating
          onto or from any Mortgaged Property (or any other property owned or
          occupied by any Chargor) in circumstances which are likely to give
          rise to Environmental Proceedings.

     (d)  No Chargor is involved in any Environmental Proceedings and no Chargor
          is aware of any circumstances which are likely to give rise to such
          Environmental Proceedings.

     (e)  No circumstances exist which will result in any Chargor having any
          requisite Environmental Licence revoked or modified or varied in a
          material manner.

4.5  MORTGAGED PROPERTY

     (a)  The Chargor named as owner in respect of any Mortgaged Property is the
          legal and beneficial owner of such Mortgaged Property.

     (b)  Other than as notified in writing to Burdale, the Mortgaged Property
          is free from any agreement for lease, lease, licence, tenancy,
          overriding lease or other occupational arrangement or overriding
          interest.

     (c)  The Premises and the Fixtures are in good and substantial repair save
          as disclosed in the Property Valuation save as disclosed in the
          certificate of title provided to Burdale pursuant to the Facility
          Agreement.

     (d)  There subsists no breach of any law or regulation which could affect
          materially the value of the Mortgaged Property.


                                       8
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     (e)  There are no covenants, agreements, stipulations, reservations,
          conditions, interests, rights or other matters whatsoever which could
          affect adversely the Mortgaged Property so far as the Chargors are
          aware save as disclosed in the certificate of title provided to
          Burdale pursuant to the Facility Agreement.

     (f)  The Mortgaged Property is free from any financial encumbrance of
          whatsoever nature other than Permitted Security Interests.

     (g)  No Chargor has received any notice of any material adverse claim, nor
          has any acknowledgement been given in respect of the ownership of the
          Mortgaged Property, or any interest in it.

     (h)  No facility necessary for the enjoyment and use of the Mortgaged
          Property may be terminated or curtailed.

4.6  SECURITY

     This Deed creates the various forms of security it purports to create and
     is not liable to be avoided or otherwise set aside on the liquidation or
     administration of any Chargor, or otherwise.

4.7  SECURITY SHARES

     (a)  Each Chargor is and will remain the sole beneficial owner of its
          Security Shares and, save where such Security Shares have been
          registered in the name of Burdale or its nominee pursuant to this Deed
          and/or its nominee, is and will remain the absolute legal owner of
          such Security Shares.

     (b)  No Chargor will take any action whereby the rights attaching to the
          Security Shares are altered or diluted.

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

4.8  SPECIFIED INTELLECTUAL PROPERTY

     (a)  The details of the Specified Intellectual Property appearing or
          referred to in Schedule 7:

          (i)  are true, accurate, and complete in all material respects; and

          (ii) no Chargor is the owner of any interest in any other registered
               Intellectual Property material to its business which is not
               identified in that Schedule.

     (b)  The Chargors are the sole legal and beneficial owners of any Specified
          Intellectual Property referred to in Clause 4.8(a) and there are no
          (i) Security Interests, nor (ii) any options, rights of pre-emption,
          licences, agreements or other third party interests of any nature,
          affecting any such Specified Intellectual Property, other than those
          which are specifically identified in Schedule 7.

     (c)  Nothing has been done or has been omitted to be done by or with the
          consent of the Chargors whereby any person (including any relevant
          registrar or other applicable authority) might reasonably be expected
          successfully (i) to seek


                                       9
<Page>

          cancellation or rectification or any other modification of any
          registration of or application for registration, in any jurisdiction,
          of any Specified Intellectual Property which is registered or subject
          to an application for registration in such jurisdiction, or (ii) to
          challenge the legality or validity of any such registration or
          application.

     (d)  No Chargor is aware of any circumstances which would be likely to
          entitle a third party to a licence, permission, consent or assignment
          of, or in respect of, any Specified Intellectual Property or other
          Intellectual Property right.

     (e)  No Chargor is aware of any actions, claims or allegations against any
          third party alleging infringement of any Specified Intellectual
          Property, nor of any facts, matters or circumstances which could
          reasonably be expected to give rise to any such action, claim or
          allegation.

     (f)  No Chargor is aware of any pending or anticipated actions, claims,
          counter-claims, applications or allegations impugning the validity or
          enforceability of any Specified Intellectual Property or its ownership
          of it, nor of any facts, matters or circumstances which could
          reasonably be expected to give rise to any such action, claim,
          counter-claim, application or allegation.

     (g)  No Chargor has done or omitted to do any act in relation to any
          Specified Intellectual Property which has resulted or which could
          reasonably be expected to result in any breach or infringement of any
          third party's intellectual property rights.

     (h)  All renewal fees due in respect of the registrations for the Specified
          Intellectual Property in any jurisdiction have been paid.

5.   UNDERTAKINGS

5.1  DURATION

     The undertakings in this Clause 5 shall remain in force throughout the
     Security Period and are given by each Chargor to Burdale.

5.2  GENERAL

     (a)  BOOK DEBTS AND RECEIPTS: Each Chargor shall collect and realise its
          Book Debts and other monies and receipts and, save to the extent that
          Burdale otherwise agrees in writing, pay the proceeds thus realised
          into a Blocked Account (in the case of each Facility Company) or an
          Other Account (in the case of any other Chargor) and, pending such
          payment into a Blocked Account or Other Account (as the case may be),
          hold the proceeds thus realised upon trust for Burdale.

     (b)  COVENANT TO PERFORM: Each Chargor shall continuously comply with the
          terms (both express and implied) of this Deed and any contracts
          relating to the Secured Liabilities.

     (c)  RESTRICTIONS ON DEALINGS: No Chargor shall:

          (i)  create or permit to subsist any Security Interest of whatsoever
               nature on any Security Asset other than a Permitted Security
               Interest or as created by this Deed; or


                                       10
<Page>

          (ii) sell, transfer, grant, lease or otherwise dispose of any Security
               Asset, except for the disposal in the ordinary course of trade of
               any Security Asset subject to the floating charge created by
               Clause 3.1 and except as provided for under the Finance
               Documents.

5.3  PROPERTY

     (a)  DEPOSIT OF TITLE DEEDS: For the duration of the Security Period each
          Chargor shall deposit with Burdale all deeds and documents of title
          relating to the Mortgaged Property owned by it and any property
          comprised within Clause 5.3(c).

     (b)  ENVIRONMENTAL MATTERS: Each Chargor shall:

          (i)  comply in all material respects with all applicable Environmental
               Law including the obtaining of and compliance with all requisite
               Environmental Licences (as varied from time to time);

          (ii) immediately inform Burdale:

               (1)  of any actual Environmental Proceedings or, as soon as it
                    becomes aware, of any potential Environmental Proceedings
                    involving it; and

               (2)  upon receipt, of any communication of whatsoever nature,
                    whether specific or general and whether from a third party
                    or competent regulatory authority, served on it concerning
                    any alleged breach of any Environmental Law or
                    non-compliance with any Environmental Licence, which, if
                    substantiated, could have a material adverse effect upon its
                    financial position or upon its ability to perform its
                    obligations under this Deed;

          (iii) immediately inform Burdale if it becomes aware that any of the
               Mortgaged Property or any other property owned or occupied by any
               Chargor is likely to be entered on any register relating to land
               use or to Remedial Works affecting land and waters (including,
               without limitation, registers to be held by any competent
               regulatory authority under section 78R of the Environmental
               Protection Act 1990 or section 190 of the Water Resources Act
               1991);

          (iv) immediately inform Burdale of the presence of any Dangerous
               Substance in, on, at or under or migrating onto or from any
               Mortgaged Property or other property owned or occupied by any
               Chargor or of any other circumstance, event or incident which is
               likely to give rise to any Environmental Proceedings; and

          (v)  immediately inform Burdale of any actual or proposed variation,
               modification or revocation of any requisite Environmental Licence
               held by such Chargor and of any refusal to grant or transfer to
               the Chargor any Environmental Licence required by it for the
               purpose of its business.

     (c)  FUTURE ACQUISITIONS AND LEGAL MORTGAGE: Each Chargor shall:

          (i)  notify Burdale immediately upon the acquisition by it of any
               freehold or leasehold or other interest in property (and for the
               purposes of this


                                       11
<Page>

               Clause 5.3(c) the date of exchange of contracts for such an
               acquisition shall be deemed the date of acquisition);

          (ii) at its cost, execute and deliver to Burdale, on demand, a legal
               mortgage (on terms no more onerous than the terms of this Deed)
               in favour of Burdale of any freehold or leasehold or other
               interest in property which becomes vested in it after the date of
               this Deed; and

          (iii) in any event, if applicable, give H.M. Land Registry written
               notice of this Deed and procure that notice of it be duly noted
               in the Registers to each such title.

     (d)  LEASE AND COVENANT COMPLIANCE: Each Chargor shall:

          (i)  perform all the terms on its part contained in any lease or
               agreement for lease comprising the Mortgaged Property or to which
               the Mortgaged Property is subject;

          (ii) not do anything as a result of which any lease or agreement for
               lease comprising Mortgaged Property or to which the Mortgaged
               Property is subject may become forfeit or otherwise determinable;
               and

          (iii) properly perform (and indemnify Burdale for any breach of) any
               covenants and stipulation of whatsoever nature affecting the
               Mortgaged Property.

     (e)  NOTICES: Within 10 days after the receipt by a Chargor of any
          application, requirement, order or notice served or given by any
          public, local or other authority relating to any Mortgaged Property,
          such Chargor shall:

          (i)  deliver a copy to Burdale; and

          (ii) inform Burdale of the steps taken or proposed to be taken by way
               of compliance.

     (f)  POWER TO REMEDY: In case of default by any Chargor in performing any
          obligation or other covenant affecting the Mortgaged Property, each
          Chargor shall permit Burdale or its agents and contractors:

          (i)   to enter on the Mortgaged Property;

          (ii)  to comply with or object to any notice served on any Chargor
                relating to the Mortgaged Property; and

          (iii) to take any action Burdale may reasonably consider expedient
                to prevent or remedy any breach of any such term or to comply
                with or object to any such notice,

          provided that nothing in this Clause 5.3(f) (or otherwise in this
          Deed) shall entitle Burdale or its agents and contractors to any
          action (including any Remedial Works) relating to any notice served
          under or breach of any Environmental Law (including without limitation
          Part II A of the Environmental Protection Act 1990).


                                       12
<Page>

     (g)  REPAIR: Each Chargor shall, and shall procure that each other Chargor
          shall, keep the Premises and the Fixtures in good and substantial
          repair and condition and decorative order.

5.4  SECURITY SHARES

     (a)  Each Chargor shall forthwith deposit with Burdale or as Burdale may
          direct all bearer instruments, share certificates and other documents
          of title or evidence of ownership in relation to such Group Shares as
          are owned by it or in which it has or acquires an interest and their
          Related Rights and shall execute and deliver to Burdale all such share
          transfers and other documents as may be requested by Burdale in order
          to enable Burdale or its nominees to be registered as the owner or
          otherwise to obtain a legal title to the same and, without limiting
          the generality of the foregoing, shall deliver to Burdale on today's
          date executed (and, if required to be stamped, pre-stamped) share
          transfers for all Group Shares in favour of Burdale and/or its
          nominee(s) as transferees or, if Burdale so directs, with the
          transferee left blank and shall procure that all such share transfers
          are at the request of Burdale forthwith registered by the relevant
          company and that share certificates in the name of Burdale and/or such
          nominee(s) in respect of all Group Shares are forthwith delivered to
          Burdale.

     (b)  Each Chargor shall provide Burdale with certified copies of all
          resolutions and authorisations approving the execution of such
          transfer forms and registration of such transfers as Burdale may
          reasonably require.

     (c)  Burdale and its nominee may at any time whilst an Event of Default is
          continuing exercise or refrain from exercising (in the name of each
          Chargor, the registered holder or otherwise and without any further
          consent or authority from each Chargor and irrespective of any
          direction given by any Chargor) in respect of the Security Shares any
          voting rights and any powers or rights under the terms of the Security
          Shares or otherwise which may be exercised by the person or persons in
          whose name or names the Security Shares are registered or who is the
          holder thereof, including, without limitation, all the powers given to
          trustees by Section 10(3) and (4) of the Trustee Act 1925 as amended
          by Section 9 of the Trustee Investments Act 1961 in respect of
          securities or property subject to a trust PROVIDED THAT in the absence
          of notice from Burdale each Chargor may and shall continue to exercise
          any and all voting rights with respect to the Group Shares subject
          always to the terms of this Deed. No Chargor shall without the
          previous consent in writing of Burdale exercise the voting rights
          attached to any of the Group Shares in favour of resolutions having
          the effect of changing the terms of the Group Shares (or any class of
          them) or any Related Rights or prejudicing the security under this
          Deed or impairing the value of the Security Shares. Each Chargor
          hereby irrevocably appoints Burdale or its nominees its proxy to
          exercise (as provided in or permitted by this Deed) all voting rights
          so long as the Group Shares belonging to it remain registered in its
          name.

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


                                       13
<Page>

     (e)  It is expressly agreed that, notwithstanding anything to the contrary
          contained in this Deed, each Chargor shall remain liable to observe
          and perform all of the conditions and obligations assumed by it in
          respect of the Security Shares and Burdale shall not be under any
          obligation or liability by reason of or arising out of the security
          over the Security Shares conferred by this Deed. Burdale shall not be
          required in any manner to perform or fulfil any obligation of any
          Chargor in respect of the Security Shares, or to make any payment, or
          to receive any enquiry as to the nature or sufficiency of any payment
          received by them, or to present or file any claim or take any other
          action to collect or enforce the payment of any amount to which they
          may have been or to which they may be entitled under this Deed at any
          time or times.

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

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

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

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

          For the avoidance of doubt, each Chargor agrees that the
          enforceability of the security over the Security Shares conferred by
          this Deed is not dependent on the performance or non-performance by
          Burdale of its obligations under any agreement with any Chargor.

     (g)  Immediately on conversion of any of the Group Shares from certificated
          to uncertificated form, and on the creation or conversion of any other
          securities which are for the time being comprised in the Security
          Shares in or into uncertificated form, each Chargor shall give such
          instructions or directions as Burdale may require in order to protect
          or preserve its security.

     (h)  Each Chargor shall, immediately upon receipt of any certificate or
          other document evidencing any entitlement to further Security Shares,
          deposit it with Burdale together with such share transfer forms in
          blank and other documents as Burdale may require.

5.5  OPENING OF ACCOUNTS AND COLLECTION OF RECEIVABLES

     (a)  Forthwith upon the execution of this Deed, each Facility Company shall
          open the relevant Blocked Accounts, and the Chargors shall maintain
          the Other Accounts and execute all deeds and documents and do all
          other acts and things required by Burdale in connection with them and
          the Chargors shall maintain such accounts until the security
          constituted by this Deed has been discharged.


                                       14
<Page>

     (b)  Forthwith upon the execution of this Deed, each Facility Company shall
          serve notice upon the bank at which each Blocked Account is opened (in
          respect of the relevant Blocked Accounts) in substantially the form
          set out in Part I of Schedule 3 and the Chargors shall serve notice
          upon each bank at which any Other Account is held (in respect of the
          relevant Other Accounts) in substantially the form set out in Part II
          of Schedule 3, and shall procure the relevant bank returns the
          acknowledgement in substantially the form set out in the relevant Part
          of Schedule 3 or such other form acceptable to Burdale in its absolute
          discretion.

     (c)  Until the security constituted by this Deed is discharged, no Chargor
          shall maintain any bank accounts which are not Charged Accounts.

5.6  OPERATION OF BLOCKED ACCOUNT

     (a)  Until the security constituted by this Deed is discharged, no Facility
          Company shall be entitled to withdraw the whole or any part of any
          amount standing to the credit of any Blocked Account and shall not,
          subject to paragraph (b) below, take any action, claim or proceedings
          against Burdale or any other party for the return or payment to any
          person of the whole or any part of any amount standing to the credit
          of any Blocked Account.

     (b)  Each Facility Company agrees that until the security constituted by
          this Deed is discharged, Burdale shall be able to withdraw on a daily
          basis all deposits made into any Blocked Account provided that the
          amount so withdrawn is applied towards the Secured Liabilities in
          accordance with Clause 7 of the Facility Agreement and each Facility
          Company shall direct the relevant bank(s) to transfer the cleared
          balance of such Facility Company's Blocked Accounts to such account as
          Burdale shall specify for the purpose from time to time at the end of
          each Business Day.

5.7  OPERATION OF OTHER ACCOUNTS

     Until notified by Burdale in writing to the contrary, the Chargors shall be
     entitled to operate the Other Accounts PROVIDED THAT:

     (a)  the Other Accounts each retain a credit or zero balance at all times;

     (b)  the Chargors shall not and shall procure that no other person shall
          deposit or transfer any monies into the Other Accounts other than
          those transferred from the Blocked Accounts or any Other Account; and

     (c)  the Chargors shall not at any time transfer the whole or any part of
          the amounts standing to the credit of any Other Account to any other
          bank account other than to another Charged Account or in the ordinary
          course of business to the extent permitted under the Finance
          Documents.

5.8  INTELLECTUAL PROPERTY

     (a)  Without prejudice to Clause 13 if after the date of this Deed, any
          Chargor (i) proposes to apply to register any Specified Intellectual
          Property in any register in which it is not already identified as
          being registered in or (ii) proposes to apply to register any
          Intellectual Property right not existing on the date of this Deed,
          such Chargor shall notify Burdale and, if Burdale reasonably so
          requires and promptly notifies the Chargor, such Chargor shall ensure
          that


                                       15
<Page>

          application is made for the security created by this Deed to be
          recorded, and that any such security is recorded, at the same time as
          the application or registration (as the case may be) of such
          Intellectual Property.

     (b)  Each Chargor will make such registrations and pay such fees, renewal
          fees, registration taxes and similar amounts as are necessary to keep
          the Specified Intellectual Property in force provided it is
          commercially sensible for them to do so.

     (c)  Each Chargor will take such steps as are commercially sensible
          (including the institution of legal proceedings) to police its
          Specified Intellectual Property in any territories which are material
          to its business to ensure proper use of them and to prevent third
          parties infringing them and, take such other steps as are reasonably
          practicable to maintain and preserve its interests in its Specified
          Intellectual Property including applying to register any interests
          therein in any relevant register.

     (d)  Each Chargor will promptly notify Burdale in writing upon becoming
          aware of any circumstances which would make any of the representations
          in Clause 4.8 inaccurate or misleading in any material respect if
          those representations were then to be repeated.

     (e)  No Chargor will do anything nor use the Specified Intellectual
          Property in any way which could reasonably be expected to have an
          adverse effect or which could devalue any such Specified Intellectual
          Property.

     (f)  No Chargor will, without the prior written consent of Burdale, such
          consent not to be unreasonably withheld:

          (i)  sell, transfer, license or otherwise dispose of any Intellectual
               Property;

          (ii) permit any Specified Intellectual Property which is registered or
               subject to an application for registration to be abandoned or
               cancelled, to lapse or to be liable to any claim for abandonment
               for non-use or otherwise.

5.9  EQUIPMENT

     (a)  Forthwith after the date of this Deed, each Chargor shall attach to a
          visible part of each item of Specified Equipment owned by it and with
          a value in excess of (pound)10,000 (as determined in accordance with
          the Equipment Valuation) in a permanent manner a clear and distinctive
          label, no smaller than 3 inches by 4 inches in size comprising the
          following notice: "This piece of Equipment is subject to a first legal
          mortgage in favour of Burdale Financial Limited ("BURDALE") and may
          not be removed or sold without the prior written consent of Burdale".

     (b)  Each Chargor shall keep its Equipment in good repair, working order
          and condition and fit for its purpose and shall not permit the same to
          be handled other than by persons properly qualified and trained or to
          be overloaded or to be used for any purpose for which the Equipment is
          not designed or reasonably suitable.

     (c)  No Chargor will, without the prior written consent of Burdale, make
          any modification or permit any modification to be made to the
          Equipment if the effect of such modification may be to reduce the
          value of the Equipment.


                                       16
<Page>

     (d)  No Chargor will permit or procure any Equipment to be taken out of
          England and Wales without the prior written consent of Burdale and
          then subject only to such further terms as Burdale may require.

     (e)  Each Chargor will promptly pay all taxes, fees, licence duties,
          registration charges, insurance premiums and other outgoings in
          respect of the Premises and the Equipment and on demand produce
          evidence of such payment to Burdale.

     (f)  Each Chargor will obtain all authorisations from time to time required
          for the use and operation of the Equipment and not to do or permit to
          be done any act or omission whereby the Equipment or the use of it
          would contravene regulations for the time being in force.

     (g)  Each Chargor will forthwith notify Burdale of any loss, theft, damage
          or destruction to the Equipment.

     (h)  Each Chargor will give Burdale such information concerning the
          location, condition, use and operation of the Equipment as the Burdale
          may require and to permit any persons designated by Burdale at all
          reasonable times to inspect and examine the Equipment and the records
          maintained in connection with it.

     (i)  Each Chargor will ensure that the Premises are suitable for the use or
          storage of the Equipment, and will keep the Equipment at the Premises.

     (j)  Each Chargor will procure in favour of Burdale from any person with a
          proprietary interest or encumbrance (including any owner, leaseholder
          or chargee) in any real or personal property to which the Equipment
          might become affixed, or with which title to the Equipment might
          merge, an acknowledgement prior to such fixing or merger that their
          rights and remedies will only be exercised subject to Burdale's rights
          in the Equipment and, in particular, but without limitation to the
          generality of the foregoing, the right of Burdale, its servants or
          agents to enter upon any such property to remove the Equipment
          notwithstanding that it might be affixed to, or have merged with, any
          real or personal property.

6.   WHEN SECURITY BECOMES ENFORCEABLE

     The security constituted by this Deed shall become immediately enforceable
     and the power of sale and other powers conferred by section 101 of the Law
     of Property Act 1925, as varied or amended by this Deed, shall be
     immediately exercisable upon and at any time after the occurrence of any
     Event of Default and whilst the same is continuing after which Burdale may
     in its absolute discretion enforce all or any part of the security in any
     manner it sees fit.

7.   ENFORCEMENT OF SECURITY

7.1  GENERAL

     (a)  For the purposes of all powers implied by statute, the Secured
          Liabilities are deemed to have become due on the date of this Deed.

     (b)  Section 103 of the Law of Property Act (restricting the power of sale)
          and section 93 of the Law of Property Act 1925 (restricting the right
          of consolidation) do not apply to the security constituted by this
          Deed.


                                       17
<Page>

     (c)  The statutory powers of leasing conferred on Burdale are extended so
          that, without the need to comply with any provision of section 99 or
          100 of the Law of Property Act 1925, Burdale is empowered to lease,
          make agreements for leases, accept surrenders of leases and grant
          options as Burdale may think fit.

7.2  AGENT OF THE CHARGORS

     For all purposes each Receiver is deemed to be in the same position as a
     Receiver duly appointed by a mortgagee under the Law of Property Act 1925.
     Every Receiver shall be the agent of the Chargor in respect of which he was
     appointed unless and until a liquidator shall be appointed of that Chargor,
     whereafter such Receiver shall act as principal but shall not become the
     agent of Burdale. That Chargor alone shall be responsible for the
     receiver's contracts, engagements, commissions, omissions, defaults and
     losses and for liabilities incurred by him. Burdale shall not incur any
     liability of whatsoever nature (either to the Chargors or to any other
     person) by reason of Burdale making his appointment as a Receiver or for
     any other reason.

7.3  CONTINGENCIES

     If Burdale enforces the security constituted by this Deed at a time when no
     amounts are due to Burdale under the Finance Documents but at a time when
     amounts may or will become so due, Burdale (or the Receiver) may pay the
     proceeds of any recoveries effected by it into a Blocked Account (in the
     case of a Facility Company) or an Other Account (in the case of any other
     Chargor).

7.4  MORTGAGEE IN POSSESSION - NO LIABILITY

     Neither Burdale nor any Receiver or Manager will be liable, by reason of
     entering into possession of a Security Asset, to account as mortgagee in
     possession or for any loss on realisation or for any default or omission
     for which a mortgagee in possession might otherwise be liable.

7.5  PRIVILEGES

     Each Receiver and Burdale is entitled to all the rights, powers, privileges
     and immunities conferred by the Law of Property Act 1925 on mortgagees and
     receivers when such receivers have been duly appointed under that Act,
     except that section 103 of that Act does not apply.

7.6  PROTECTION OF THIRD PARTIES

     No person (including a purchaser) dealing with Burdale or a Receiver or its
     or his agents need enquire:

     (a)  whether the Secured Liabilities have become payable; or

     (b)  whether any power purported to be exercised has become exercisable; or

     (c)  whether any money remains due; or

     (d)  how any money paid to Burdale or to the Receiver is to be applied.

7.7  REDEMPTION OF PRIOR MORTGAGES

     At any time after the security constituted by this Deed has become
     enforceable, Burdale or any Receiver may, in the case of Burdale at the
     sole cost of the Chargors


                                       18
<Page>

     (payable to Burdale on demand) and in the case of a Receiver as an expense
     of the Receiver's receivership:

     (a)  redeem any interest by way of security for the time being and from
          time to time ranking in point of security in priority to any of the
          security constituted by this Deed; and/or

     (b)  (in the case of a redemption by Burdale) procure the transfer of that
          interest by way of security to itself; and/or

     (c)  settle and pass the accounts of any prior mortgagee, chargee or
          encumbrancer which once so settled and passed shall be conclusive and
          binding on the Chargors.

8.   RECEIVER

8.1  APPOINTMENT OF RECEIVER

     In the circumstances described in Clause 3.2(a) or at any time after the
     security constituted by this Deed becomes enforceable, or, at any time if
     so requested by any Chargor in writing, Burdale may (but shall not be
     obliged) without further notice (and whether or not the relevant Chargor
     shall have been accorded sufficient or any time in which to satisfy any
     relevant indebtedness) from time to time, and notwithstanding that, if such
     be the case, one or more than one Receiver shall have been appointed in
     respect of all or any of the Security Assets pursuant to this Clause and
     not removed from such Security Assets, appoint in writing, under the hand
     of any manager of Burdale, a Receiver of the Security Assets or any of them
     and, where so requested by a Chargor, whether or not those Security Assets
     shall belong to that Chargor, but, in the circumstances described in Clause
     3.2(a), only over the Security Assets specified in the notice referred to
     in that Clause.

8.2  RELATIONSHIP WITH BURDALE

     To the fullest extent permitted by law, any right, power or discretion
     conferred by this Deed (be it express or implied) upon a Receiver of any
     Security Assets may, after the security created by this Deed has become
     enforceable, be exercised by Burdale in relation to any Security Asset
     either:

     (a)  without first appointing a Receiver; or

     (b)  notwithstanding the appointment of a Receiver.

8.3  REMOVAL

     Burdale may by writing under its hand (subject to Section 45 of the
     Insolvency Act 1986 (any requirement for an order of the court in the case
     of an administrative receiver)):

     (a)  remove any Receiver appointed by it; and

     (b)  whenever it deems it necessary or desirable, appoint a new Receiver in
          the place of any Receiver whose appointment may for any reason have
          terminated.


                                       19
<Page>

8.4  REMUNERATION

     Burdale may, from time to time, fix the remuneration of any Receiver and
     direct payment of the same out of monies accruing to him in the exercise of
     his powers, authorities and discretions by or pursuant to this Deed, but
     the Chargor in respect of which any Receiver shall have been appointed
     shall alone be liable for the payment of that remuneration.

9.   POWERS OF RECEIVER

9.1  GENERAL

     (a)  In addition to those conferred by the Law of Property Act 1925 on any
          receiver appointed under that Act, each Receiver has, and is entitled
          to exercise, all of the rights, powers and discretions set out in this
          Deed. The powers, authorities and discretions conferred by or pursuant
          to this Deed in relation to the Security Assets on Burdale or any
          Receiver shall be in addition to, and not in substitution for, the
          powers conferred on mortgagees or receivers under the Law of Property
          Act 1925, and, where there is any ambiguity or conflict between the
          powers, authorities and discretions contained in that Act and those
          conferred by or pursuant to this Deed, the terms of this Deed shall
          prevail.

     (b)  If there is more than one Receiver holding office at the same time,
          unless the document appointing him states otherwise, each Receiver may
          exercise all of the powers conferred on a Receiver under this Deed
          individually and to the exclusion of any other Receivers.

     (c)  A Receiver who is an administrative receiver of a Chargor has all the
          rights, powers and discretions of an administrative receiver under the
          Insolvency Act 1986.

     (d)  A Receiver may, in the name of the relevant Chargor if he so wishes:

          (i)  do all other acts and things which he may consider necessary or
               desirable for realising any Security Asset or incidental or
               conducive to any of the rights, powers or discretions conferred
               on a Receiver under or by virtue of this Deed; and

          (ii) do and exercise in relation to any Security Asset all the powers,
               authorities and things which he would be capable of exercising as
               if he were its absolute beneficial owner.

9.2  BORROW AND LEND MONEY

     A Receiver may raise and borrow money (either unsecured or on the security
     of any Security Asset, either in priority to, pari passu with, or
     subsequent to, the security constituted by this Deed or otherwise) and may
     lend money either with or without security in the case of either borrowing
     or lending money on any other terms and for whatever purpose which he
     thinks fit. No person lending that money need enquire as to the propriety
     or purpose of the exercise of that power or to check the application of any
     money so raised or borrowed.


                                       20
<Page>

9.3  CARRY ON BUSINESS

     A Receiver may carry on, manage or concur in the carrying on or managing
     of, the business for the time being and from time to time of the relevant
     Chargor in such manner as he may think fit, including, without limitation,
     power to perform, repudiate, rescind, compromise, amend or vary any
     contract, instrument or agreement to which the relevant Chargor shall for
     the time being and from time to time be a party.

9.4  COMPROMISE

     A Receiver 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 relevant Chargor or relating in
     any way to any Security Asset.

9.5  EMPLOYEES

     Either in connection with any exercise by the Receiver of his powers by or
     pursuant to this Deed or otherwise for any purpose connected with any of
     the Security Assets, a Receiver may:

     (a)  appoint and discharge managers, officers, agents, accountants,
          servants, workmen and others upon such terms as to remuneration or
          otherwise as he may think proper; and

     (b)  discharge any such persons appointed by the relevant Chargor.

9.6  LEASES

     A Receiver may grant, or concur in the grant of, any leases or licences of
     any Security Asset for any term on any terms which he thinks fit
     (including, without limitation, at a rent or fee with or without a premium)
     and may accept a surrender of any lease or licence of any Security Asset on
     any terms which he thinks fit (including, without limitation, the payment
     of money to a lessee or licensee on a surrender).

9.7  LEGAL ACTIONS

     A Receiver may bring, prosecute, enforce, defend and abandon all actions,
     suits and proceedings to the relevant Chargor or its Security Assets as he
     thinks fit.

9.8  POSSESSION

     A Receiver may take immediate possession of, get in, and/or collect the
     Security Assets of the relevant Chargor and, for that purpose, to enter
     upon its property or any other premises at which its Security Assets are
     for the time being and from time to time located and sever, dismantle or
     remove the same or any fixtures for the time being and from time to time
     therefrom without being liable for any loss or damage thereby occasioned.

9.9  PROTECTION OF ASSETS

     A Receiver may, in each case as he may think fit:

     (a)  make and effect, and concur in the making and effecting of, all
          repairs, maintenance, decoration, provision of all services
          (including, without limitation,


                                       21
<Page>

          lighting, heating and cleansing) structural and other alterations,
          improvements, additions and development in or to the Security Assets
          and do anything else in connection with the Security Assets which he
          may think fit or which he may deem proper for the efficient use or
          management of the Security Assets, as well as for the protection as
          for the improvement of the Security Assets or for the protection of
          the security hereby constituted;

     (b)  commence and/or complete any building operations on the Mortgaged
          Property or other Security Asset;

     (c)  apply for and maintain any planning permission, building regulation,
          approval or any other permission, consent or licence in relation to
          the Security Assets; and

     (d)  effect and maintain insurances in respect of the Security Assets.

9.10 RECEIPTS

     A Receiver may give valid receipts for all monies and execute all deeds or
     documents (including, without limitation, with full power to convey any
     assets sold in the name of the relevant Chargor) as may be necessary or
     appropriate in the name of, or on behalf of the relevant Chargor for the
     purpose of exercising any of the powers, authorities and discretions
     conferred on the Receiver by or pursuant to this Deed and to use the name
     of the relevant Chargor for all or any of such powers, authorities and
     discretions, for which purpose the relevant Chargor hereby irrevocably
     appoints every such Receiver to be its attorney.

9.11 SALE OF ASSETS

     A Receiver may sell, exchange, convert into money and realise any Security
     Asset by public auction, tender or private treaty in any manner and on any
     terms and with or without such advertisement and in such lot or lots and
     together or separately as the Receiver thinks fit. The consideration for
     any such transaction may consist of cash, debentures or other obligations,
     shares, stock or other valuable consideration and any such consideration
     may be payable in a lump sum or by instalments spread over such period as
     the Receiver thinks fit. Fixtures may be severed and sold separately from
     the property containing them without the consent of the relevant Chargor.

9.12 SUBSIDIARIES

     A Receiver may promote the formation of a or purchase a newly formed, or
     concur in the promotion of the formation of a or purchase a newly formed,
     subsidiary and/or subsidiaries of any Chargor with a view to the same
     purchasing, leasing, licensing or otherwise acquiring all or any of the
     assets of that Chargor and the Receiver may sell, lease, license or
     otherwise dispose all or any of the assets of that Chargor to such
     subsidiary or subsidiaries on such terms as he shall think fit.

9.13 EXERCISE OF RIGHTS

     A Receiver may exercise or permit the relevant Chargor or any nominee of
     the relevant Chargor to exercise any powers or rights incidental to the
     ownership of its Security Assets in such manner as the Receiver may think
     fit and, in particular (as regards any shares, stock or other securities
     for the time being and from time to time


                                       22
<Page>

     included in its Security Assets), any rights for the time being and from
     time to time attached thereto.

9.14 UNCALLED CAPITAL

     A Receiver may call up all or any portion of any uncalled capital of a
     Chargor.

9.15 PROFESSIONAL ADVICE

     A Receiver may appoint a solicitor or accountant or other professionally
     qualified person to advise or assist it in the exercise of any of the
     powers, authorities and discretions by or pursuant to these presents or
     otherwise for any purpose connected with its Security Assets, and may
     discharge any such person.

9.16 SEAL

     A Receiver may use a Chargor's seal.

9.17 SPECIFIED INTELLECTUAL PROPERTY

     A Receiver may in respect of any Specified Intellectual Property:

     (a)  make such registrations and pay such fees, renewal fees, registration
          taxes and similar amounts as he thinks fit to keep such Specified
          Intellectual Property in force;

     (b)  take such steps as he thinks fit (including, without limitation, the
          institution of legal proceedings and the incurring of advertising
          expenditure) to police such Specified Intellectual Property in any
          territory and to prevent third parties infringing it and otherwise to
          maintain and preserve its value;

     (c)  if he thinks fit, abandon or cancel such Specified Intellectual
          Property or permit its registration (or application for registration)
          in any jurisdiction to lapse or to permit it to become liable to a
          claim for abandonment for non-use or otherwise.

10.  APPLICATION OF PROCEEDS

     Any monies received by Burdale or any Receiver after this Deed has become
     enforceable shall be applied in the following order of priority (but
     without prejudice to the right of Burdale to recover any shortfall from the
     Chargors):

     (a)  in satisfaction of or provision for all costs and expenses incurred by
          Burdale or any Receiver and of all remuneration due to any Receiver
          under this Deed;

     (b)  in or towards payment of the Secured Liabilities or such part of them
          as is then due and payable to Burdale; and

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

11.  EXPENSES AND INDEMNITY

     Immediately upon demand, each Chargor shall pay all other costs and
     expenses (including legal fees and VAT) incurred from time to time in
     connection with the enforcement of or preservation of rights under this
     Deed by Burdale, or any Receiver, attorney, manager, agent or other person
     appointed by Burdale under this


                                       23
<Page>

     Deed or by statute, and keep each of them indemnified against any failure
     or delay in paying the same.

12.  DELEGATION

     Burdale and any Receiver may, for the time being and from time to time,
     delegate by power of attorney or in any other manner (including, without
     limitation, under the hand of any manager of Burdale) to any person any
     right, power or discretion exercisable by Burdale or such Receiver (as the
     case may be) under this Deed. Any such delegation may be made upon the
     terms (including, without limitation, power to sub-delegate) and subject to
     any regulations which Burdale or such Receiver (as the case may be) may
     think fit. Neither Burdale nor any Receiver will be in any way liable or
     responsible to any Chargor for any loss or liability arising from any act,
     default, omission or misconduct on the part of any such delegate or
     sub-delegate who shall be entitled to all the indemnities to which his
     appointor is entitled under this Deed.

13.  FURTHER ASSURANCES

13.1 GENERAL

     Each Chargor shall, at its own expense, execute and do all such acts, deeds
     and things (including, without limitation, payment of all stamp duties and
     registration fees) Burdale or a Receiver may reasonably require for:

     (a)  perfecting or better perfecting or protecting or better protecting the
          security intended to be created by this Deed over any Security Asset;
          and

     (b)  after the security constituted by this Deed has become enforceable,
          facilitating the realisation of any Security Asset or the exercise of
          any right, power or discretion exercisable, by Burdale or any Receiver
          in respect of any Security Asset, including, without limitation, the
          execution of any transfer, conveyance, assignment or assurance of any
          property whether to Burdale or to its nominees, and the giving of any
          notice, order or direction and the making of any registration, which
          in any such case, Burdale may think necessary or desirable.

13.2 FURTHER SUBSIDIARIES

     (a)  Each Chargor undertakes to ensure that each Subsidiary (whether direct
          or indirect) of any Chargor shall, unless it is a Dormant Company,
          promptly upon being required to do so by Burdale, execute a Deed of
          Accession in substantially the form set out in Schedule 6 and such
          company shall on the date which such Deed of Accession is executed by
          it become a party to this Deed in the capacity of a Chargor and this
          Deed shall be read and construed for all purposes as if such company
          had been an original party to this Deed as a Chargor (but for the
          avoidance of doubt the security created by such company shall be
          created on the date of the Deed of Accession).

     (b)  Burdale may specify any amendments or changes to the form or manner in
          which any such new Chargor gives such security (including an
          acceptance of a limit on the liability of such new Chargor) which in
          the opinion of Burdale is necessary in order that such security may
          lawfully be given.


                                       24
<Page>

     (c)  The Company shall procure that all registrations or other steps
          necessary to perfect any security created by a Deed of Accession are
          completed as soon as is practicable after its execution and in any
          event within any applicable time limit.

     (d)  Each Chargor (other than the Company) by its execution of this Deed or
          any Deed of Accession, irrevocably appoints the Company to execute on
          its behalf any Deed of Accession without further reference to or the
          consent of such Chargor and such Chargor shall be bound by any such
          Deed of Accession as if it had itself executed such Deed of Accession.

14.  POWER OF ATTORNEY

     Each Chargor, by way of security, irrevocably and severally appoints
     Burdale, each Receiver and any of their delegates or sub-delegates to be
     its attorney and on its behalf and in its name or otherwise to execute and
     do all such acts, deeds and things which such Chargor is obliged to take
     under this Deed and generally, on its behalf and in its name, to exercise
     all or any of the powers, authorities and discretions conferred by or
     pursuant to this Deed on Burdale or any Receiver. Each Chargor hereby
     ratifies and confirms and agrees to ratify and confirm whatever any
     attorney does or purports to do pursuant to its appointment under this
     Clause.

15.  CONTINUING SECURITY

15.1 ADDITIONAL SECURITY

     The security constituted by this Deed is in addition to and is not in any
     way prejudiced by any other security now or subsequently held by Burdale
     for any of the Secured Liabilities.

15.2 CONTINUING SECURITY

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

15.3 REINSTATEMENT

     If any payment by a Chargor or any discharge given by Burdale (whether in
     respect of the obligations of any Obligor or any security for those
     obligations or otherwise) is avoided or reduced as a result of insolvency
     or any similar event:

     (a)  the liability of each Chargor shall continue as if the payment,
          discharge, avoidance or reduction had not occurred; and

     (b)  Burdale shall be entitled to recover the value or amount of that
          security or payment from each Chargor, as if the payment, discharge,
          avoidance or reduction had not occurred.

15.4 WAIVER OF DEFENCES

     The obligations of each Chargor under this Deed will not be affected by an
     act, omission, matter or thing which, but for this Clause, would reduce,
     release or prejudice any of its obligations under this Deed (without
     limitation and whether or not known to it or Burdale) including:


                                       25
<Page>

     (a)  any time, waiver or consent granted to, or composition with, any
          Obligor or other person;

     (b)  the release of any other Obligor or any other person under the terms
          of any composition or arrangement with any creditor of any Obligor or
          any other person;

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

     (d)  any incapacity or lack of power, authority or legal personality of or
          dissolution or change in the members or status of an Obligor or any
          other person;

     (e)  any amendment (however fundamental) or replacement of a Finance
          Document or any other document or security;

     (f)  any unenforceability, illegality or invalidity of any obligation of
          any person under any Finance Document or any other document or
          security; or

     (g)  any insolvency or similar proceedings.

15.5 IMMEDIATE RECOURSE

     Each Chargor waives any right it may have of first requiring Burdale to
     proceed against or enforce any other rights or security or claim payment
     from any person before enforcing the security constituted by this Deed.
     This waiver applies irrespective of any law or any provision of a Finance
     Document to the contrary.

15.6 APPROPRIATIONS

     Until all the Secured Liabilities have been irrevocably paid in full,
     Burdale may:

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

     (b)  hold in an interest-bearing suspense account any monies received from
          any Chargor or on account of any Chargor's liability in respect of the
          Secured Liabilities.

15.7 DEFERRAL OF CHARGORS' RIGHTS

     Until all the Secured Liabilities have been irrevocably paid in full and
     unless Burdale otherwise directs, no Chargor will exercise any rights which
     it may have by reason of performance by it of its obligations under the
     Finance Documents:

     (a)  to be indemnified by an Obligor;

     (b)  to claim any contribution from any other guarantor of any Obligor's
          obligations under the Finance Documents; and/or


                                       26
<Page>

     (c)  to take the benefit (in whole or in part and whether by way of
          subrogation or otherwise) of any of Burdale's rights under the Finance
          Documents or of any other guarantee or security taken pursuant to, or
          in connection with, the Finance Documents by Burdale.

16.  MISCELLANEOUS

16.1 COVENANT TO PAY

     Each Chargor shall pay or discharge the Secured Liabilities in the manner
     provided for in any document creating or evidencing the Secured Liabilities
     and/or otherwise as agreed from time to time.

16.2 H.M. LAND REGISTRY

     Each Chargor applies to the Chief Land Registrar for a restriction in the
     following terms to be entered on the Register of Title relating to any
     property registered at H.M. Land Registry in its name and against which
     this Deed may be noted:

          "Except under an order of the Registrar, no disposition or dealing by
          the proprietor of the land is to be registered without the consent of
          the proprietor for the time being of the Deed dated o 2001 between,
          amongst others, [the relevant Chargor] and Burdale Financial Limited."

16.3 NEW ACCOUNTS

     If Burdale receives, or is deemed to be affected by, notice, whether actual
     or constructive, of any subsequent charge or other interest affecting any
     Security Asset and/or the proceeds of sale of any Security Asset, Burdale
     may open a new account for any Chargor. If Burdale does not open a new
     account, it shall nevertheless be treated as if it had done so at the time
     when it received or was deemed to have received notice. As from that time
     all payments made to Burdale will be credited or be treated as having been
     credited to the new account and will not operate to reduce any amount for
     which this Deed is security and, furthermore, Burdale shall be under no
     obligation to advance any monies or provide or continue to provide any
     credit facility to any Facility Company.

16.4 TACKING

     Burdale covenants with each Chargor that it shall perform its obligations
     under any document creating or evidencing the Secured Liabilities
     (including any obligation to make available further advances).

16.5 SEPARATE CHARGES

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

16.6 INVALIDITY

     If, at any time, any provision of this Deed is or becomes invalid, illegal
     or unenforceable in any respect under any law, the validity, legality and
     enforceability of the remaining provisions will not in any way be affected
     or impaired.


                                       27
<Page>

17.  RELEASE

17.1 EXPIRY OF SECURITY PERIOD

     Upon the expiry of the Security Period (but not otherwise), Burdale shall,
     at the request and cost of the Chargors, take whatever action is necessary
     to release the Security Assets from the security constituted by this Deed
     and/or reassign the benefit of the Security Assets to the Chargors.

17.2 OTHER ACCOUNTS

     At any time before the security created by this Deed shall have become
     enforceable, in the absence of any directions from Burdale to the contrary,
     any amounts permitted by the terms of the Finance Documents to be paid into
     an Other Account shall upon payment into such account stand released from
     the fixed charge over Book Debts created pursuant to Clause 2 and shall
     stand subject to the floating charge created by Clause 3, provided that
     such release shall in no respect prejudice the continuance of the fixed
     charge created pursuant to Clause 2 in respect of all other Book Debts.

17.3 PURCHASED RECEIVABLES

     Where any Receivables are sold to Burdale by a Facility Company under the
     Receivables Finance Facility, such Receivables shall upon title to them
     passing to Burdale under the terms of the Facility Agreement stand released
     from the Security Interests created by this Deed.

18.  RIGHTS AND REMEDIES

     The rights of Burdale under this Deed are cumulative, may be exercised as
     often as considered appropriate and are in addition to the general law.
     Such rights (whether arising hereunder or under the general law) shall not
     be capable of being waived or varied otherwise than by an express waiver or
     variation in writing and, in particular, any failure to exercise or delay
     in exercising any of such rights shall not operate as a waiver or variation
     of that or any other such right, any defective or partial exercise of any
     such rights shall not preclude any other or further exercise of that or any
     other such right, and no act or course of conduct or negotiation by Burdale
     or on its behalf shall in any way preclude it from exercising any such
     right or constitute a suspension or any variation of any such right.

19.  NOTICES

19.1 DELIVERY AND RECEIPT

     (a)  Any communications to be made under or in connection with this Deed
          shall be made in writing, may be made by letter or facsimile and shall
          be deemed to be given as follows:

          (i)  if by way of letter, when it has been left at the relevant
               address or two Business Days after being deposited in the post
               with postage prepaid in an envelope addressed to it at that
               address; and

          (ii) if by facsimile, when received in legible form,


                                       28
<Page>

          save that any notice delivered or received on a non-Business Day or
          after business hours shall be deemed to be given on the next Business
          Day at the place of delivery or receipt.

     (b)  Any communication or document made or delivered to the Company in
          accordance with this Clause will be deemed to have been made or
          delivered to each of the Chargors.

19.2 ADDRESSES

     (a)  The Company's, Sheffield Forgemasters Group Limited's and Sheffield
          Forgemasters Limited's address and facsimile number for notices are as
          follows:

          PO Box 1332, Talos House
          Hawke Street
          Sheffield S9 2WZ

          Facsimile no:            0114 2424302
          For the attention of:    P S Barrett

          or such as the Company or such Chargors may notify to Burdale by not
          less than 10 days' notice.

     (b)  Sheffield Forgemasters Engineering Limited's address and facsimile
          number for notices are as follows:

          PO Box 286
          Brightside Lane
          Sheffield S9 2RW

          Facsimile no:            0114 2422103
          For the attention of:    R Hadley

          or such as Sheffield Forgemasters Engineering Limited may notify to
          Burdale by not less than 10 days' notice.

     (c)  Sheffield Forgemasters Rolls Limited's address and facsimile number
          for notices are as follows:

          Weston Road
          Crewe
          Cheshire CW1 6DB

          Facsimile no:            01270 212351
          For the attention of:    P Kenny

          or such as Sheffield Forgemasters Rolls Limited may notify to Burdale
          by not less than 10 days' notice.

     (d)  Burdale's address and facsimile number for notices are:

          53 Queen Anne Street
          London W1G 9HP

          Facsimile no:            020 7935 5445


                                       29
<Page>

          For the attention of:    Company Secretary

          or such as Burdale may notify to the Company by not less than 10 days'
          notice.

20.  GOVERNING LAW AND JURISDICTION

20.1 GOVERNING LAW

     This Deed is governed by English law.

20.2 JURISDICTION

     (a)  The courts of England have exclusive jurisdiction to settle any
          dispute arising out of or in connection with this Deed (including a
          dispute regarding the existence, validity or termination of this Deed)
          (a "DISPUTE").

     (b)  The parties agree that the courts of England are the most appropriate
          and convenient courts to settle Disputes and accordingly no party will
          argue to the contrary.

     (c)  This Clause 20.2 is for the benefit of Burdale only. As a result,
          Burdale shall not be prevented from taking proceedings relating to a
          Dispute in any other courts with jurisdiction. To the extent allowed
          by law, Burdale may take concurrent proceedings in any number of
          jurisdictions.

20.3 SERVICE OF PROCESS

     Without prejudice to any other mode of service allowed under any relevant
     law, each Chargor (other than a Chargor incorporated in England and Wales):

     (a)  irrevocably appoints the Company as its agent for service of process
          in relation to any proceedings before the English courts in connection
          with this Deed; and

     (b)  agrees that failure by a process agent to notify the relevant Chargor
          of the process will not invalidate the proceedings concerned.

     For the benefit of Burdale the Company expressly agrees and consents to its
     irrevocable appointment as process agent pursuant to this Clause 20.3.

This Deed has been entered into as a deed on the date stated at the beginning of
this Deed.


                                       30
<Page>

                                   SIGNATORIES


THE COMPANY

Executed as a deed by
ATCHISON CASTING UK LIMITED
acting by two of its directors
or one director and its secretary

                                        D. FLETCHER
                                        ----------------------------------------
                                        Director

                                        K. INNOCENT
                                        ----------------------------------------
                                        Secretary


THE OTHER CHARGORS

Executed as a deed by
SHEFFIELD FORGEMASTERS
GROUP LIMITED
acting by two of its directors
or one director and its secretary

                                        D. FLETCHER
                                        ----------------------------------------
                                        Director

                                        K. INNOCENT
                                        ----------------------------------------
                                        Secretary


Executed as a deed by
SHEFFIELD FORGEMASTERS
LIMITED
acting by two of its directors
or one director and its secretary

                                        D. FLETCHER
                                        ----------------------------------------
                                        Director

                                        K. INNOCENT
                                        ----------------------------------------
                                        Secretary


                                       31
<Page>

Executed as a deed by
SHEFFIELD FORGEMASTERS
ROLLS LIMITED
acting by two of its directors
or one director and its secretary

                                        P. CARLESS
                                        ----------------------------------------
                                        Director

                                        P. KENNY
                                        ----------------------------------------
                                        Director/Secretary


Executed as a deed by
SHEFFIELD FORGEMASTERS
ENGINEERING LIMITED
acting by two of its directors
or one director and its secretary

                                        K. LOMAX
                                        ----------------------------------------
                                        Director

                                        R. HADLEY
                                        ----------------------------------------
                                        Director


BURDALE

BURDALE FINANCIAL LIMITED

By:       N. HOGG        S. CHAIT


                                       32