Resolutions for Winding-up

-0.11206251.524505EC4A 4PPInsolvency Act 19862000-12-212001-01-05The London Borough of IslingtonCompanies Act 1985TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

We, the undersigned, being a Member of Granada December Reconstruction Limited, agree, pursuant to section 381A of the Companies Act 1985, that the following Resolutions be passed as Written Resolutions of the Company, having effect as Special Resolutions on 21st December 2000: “That the Company be wound up voluntarily, and that Jeremy Simon Spratt and Stephen Treharne, of KPMG, 20 Farringdon Street, London EC4A 4PP, be and are hereby appointed Liquidators of the Company, to act either jointly or alone, for the purpose of winding-up the Company’s affairs, and that authority be conferred upon the Liquidators and they be hereby directed pursuant to section 110 of the Insolvency Act 1986, on behalf of the Company to enter into and carry out the arrangements in the terms set out in the draft Reconstruction Agreement annexed hereto.”