LEISURE TENNIS LIMITED

Security accession deed to a debenture dated 10 may 2001 between inter alia,health club investments limited (the "parent"),health club investments limited and health club acquisitions limited (the "charging companies") and the royal bank of scotland PLC (the "security agent") (the "debenture")

Created on 03 Jul 2001

Delivered on 13 Jul 2001

Status fully-satisfied

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

All money or liabilities due or to become due from any charging company (as defined) to any secured party (as defined) or any other obligor (as defined) in any manner under or in respect of the finance documents (as defined)

Short Particulars

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery. See the mortgage charge document for full details.

Transactions

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Debenture

Created on 14 Jun 1995

Delivered on 19 Jun 1995

Status fully-satisfied

Persons Entitled

The Governor and Company of the Bank of Scotland

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery. See the mortgage charge document for full details.

Transactions

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Legal charge

Created on 14 Jun 1995

Delivered on 15 Jun 1995

Status fully-satisfied

Persons Entitled

The Governor and Company of the Bank of Scotland

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

F/H property k/a land on the south east side of townmead road, fulham, london t/no. NGL590444. Fixed charge over all buildings and other structures and items fixed to the property and any goodwill relating to the property. Fixed charge over all plant machinery and other chattels attached to the property. Floating charge over all unattached plant machinery chattels and goods used in connection with the property. Assignment of the rental sums and the benefit of all rights and remedies of the company. Fixed charge the proceeds of any claim made under any insurance policy relating to the property.. See the mortgage charge document for full details.

Transactions

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Deed of assignment and charge

Created on 12 Mar 1992

Delivered on 30 Mar 1992

Status fully-satisfied

Persons Entitled

The Hongkong & Shanghai Banking Corporation Limited

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever pursuant to a facility letter dated 16THDECENBER 1991

Short Particulars

Its right title and interest in and to the assigned agreements (see form 395 forfull details).

Transactions

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Deed of assignment

Created on 29 Jan 1992

Delivered on 18 Feb 1992

Status fully-satisfied

Persons Entitled

The Hongkong & Shanghai Banking Corporation Limited

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever pursuant to the facility letter or any guarantee or security as defined

Short Particulars

All right title and interest in and to the bovis agreement and the accounts (see doc ref M122 for full details).

Transactions

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Mortgage debenture

Created on 29 Jan 1992

Delivered on 18 Feb 1992

Status fully-satisfied

Persons Entitled

The Hongkong and Shanghai Banking Corporation Limited

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever pursuant to the terms of a facility letter dated 16TH december 1991

Short Particulars

(See form 395 for full details). A specific equitable charge over all freehold and leasehold properties and/or the proceeds of sale thereof fixed and floating charges over undertaking and all property and assets present and future including goodwill bookdebts and the benefits of any licences.

Transactions

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Deed of assignment and charge

Created on 29 Jan 1992

Delivered on 18 Feb 1992

Status fully-satisfied

Persons Entitled

The Hongkong and Shanghai Banking Corporation Limited

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever pursuant to a facility letter dated 16THDECEMBER 1991

Short Particulars

Right title and interest in and to the construction contract dated 25TH november 1991 between the company and conder uklimited (see form 395 for full details).

Transactions

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Legal mortgage

Created on 31 Jan 1989

Delivered on 07 Feb 1989

Status fully-satisfied

Persons Entitled

Dallanty Holdings N.V.

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

Property k/a the land on the south east side of townmead road fulham london SW6 title no: ngl 590444.

Transactions

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Legal charge

Created on 01 Aug 1988

Delivered on 03 Aug 1988

Status fully-satisfied

Persons Entitled

The Hongkong and Shanghai Banking Corporation

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

London the s/e side of townmead road fulham, l/b of hammersmith & fulham t/n ngl 590444 (for full details see form 395). floating charge over all moveable plant machinery implements utensils furniture and equipment.

Transactions

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Mortgage debenture

Created on 01 Aug 1988

Delivered on 03 Aug 1988

Status fully-satisfied

Persons Entitled

The Hongkong and Shanghai Banking Corporation

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital (for full details see form 395).

Transactions

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Legal charge

Created on 03 Apr 1987

Delivered on 07 Apr 1987

Status fully-satisfied

Persons Entitled

Packestrel Limited

Amount Secured

£2,820,000 due from the company to the chargee.

Short Particulars

Land at townmead, fulham forming part of t/no. 425439 & ngl 457486.

Transactions

Charge of cash deposits

Created on 09 Jun 1986

Delivered on 11 Jun 1986

Status fully-satisfied

Persons Entitled

The First National Bank of Boston.

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever not exceeding £130,000

Short Particulars

A cash deposit in the sum of £130,000.

Transactions