WHITBREAD WEST PENNINES LIMITED

Floating charge and guarantee

Created on 09 Dec 1996

Delivered on 20 Dec 1996

Status fully-satisfied

Persons Entitled

Union Bank of Switzerland

Amount Secured

All present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the company under the isda agreement (as defined) and of the chargors (as defined) under the charge

Short Particulars

Undertaking and all property and assets present and future including uncalled capital.

Transactions

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First supplemental trust deed

Created on 01 Mar 1991

Delivered on 18 Mar 1991

Status fully-satisfied

Persons Entitled

The Law Debenture Trust Corporation P.L.C.(The "Trustees")

Amount Secured

£135,000,000 11 5/8 per cent. Debenture stock due 2011 of whitbread PLC and all other moneys due or to become due to the chargee under or pursuant to the "trust deed" (as defined)

Short Particulars

(See doc M99 for full details). Undertaking and all property and assets present and future including uncalled capital.

Transactions

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Trust deed

Created on 03 Feb 1977

Delivered on 15 Feb 1977

Status outstanding

Persons Entitled

The Law Debenture Corporation Limited

Amount Secured

For securing debenture stock amounting to £1,403,524 and £35,194,251 outstanding under and secured by a trust deed dated 22.10.1958 and deeds supplemental thereto

Short Particulars

Floating charge over. Undertaking and all property and assets present and future including uncalled capital.

Transactions

Trust deed

Created on 21 Aug 1972

Delivered on 25 Aug 1972

Status outstanding

Persons Entitled

Baring Brothers & Co Limited

Amount Secured

£106,375

Short Particulars

Floating charge over. Undertaking and all property and assets present and future including uncalled capital.

Transactions

Trust deed

Created on 01 May 1972

Delivered on 11 May 1972

Status outstanding

Persons Entitled

Baring Brothers & Co Limited

Amount Secured

For securing debenture stock amounting to £1,015,000 and £45,899,146 outstanding under and secured by a trust deed dated 22.10.1958 and deeds supplemental thereto

Short Particulars

Floating charge. Undertaking and all property and assets present and future including uncalled capital.

Transactions

Trust deed

Created on 16 Mar 1972

Delivered on 28 Mar 1972

Status outstanding

Persons Entitled

Baring Brothers & Co Limited

Amount Secured

For securing debenture stock of £45,984,446 inclusive of £45,721,946 secured by a trust deed dated 22.10.1958 and deeds supplemental thereto

Short Particulars

Floating charge. Undertaking and all property and assets present and future including uncalled capital.

Transactions

Trust deed

Created on 13 May 1971

Delivered on 13 May 1971

Status outstanding

Persons Entitled

Baring Brothers & Co Limited

Amount Secured

£3,614,377 and £43,208,173 outstanding under and secured by a trust deed dated 22.10.1958 and deeds supplemental thereto

Short Particulars

Floating charge. Undertaking and all property and assets present and future including uncalled capital.

Transactions

Trust deed

Created on 20 Oct 1969

Delivered on 23 Oct 1969

Status outstanding

Persons Entitled

Baring Brothers & Co Limited

Amount Secured

£870,186 and £44,863,917 outstanding and secured by a trust deed dated 22.10.1958 and deed supplemental thereto

Short Particulars

Floating charge. Undertaking and all property and assets present and future including uncalled capital.

Transactions

Trust deed

Created on 18 Oct 1968

Delivered on 23 Oct 1968

Status outstanding

Persons Entitled

Baring Brothers & Co.Limited

Amount Secured

£6,805,251 and £38,947,726 outstanding and secured by a trust deed dated 22.10.58 and deeds supplemental thereto.

Short Particulars

Floating charge. Undertaking and all property and assets present and future including uncalled capital.

Transactions

Trust deed

Created on 27 Dec 1967

Delivered on 17 Jan 1968

Status outstanding

Persons Entitled

Baring Brothers and Company Limited

Amount Secured

£39,811,441 inclusive of £34,811,411 outstanding and secured by a trust deed dated 22.10.58 and deeds supplemental thereto

Short Particulars

Floating charge. Undertaking and all property and assets present and future including uncalled capital.

Transactions