VODAFONE INVESTMENTS LIMITED

Guarantee and debenture

Created on 28 Apr 1992

Delivered on 19 May 1992

Status fully-satisfied

Persons Entitled

Svenska Handelsbanken

Amount Secured

All monies due or to become due from the company and/or all or any of the other companies named therein to the chargee on any account whatsoever

Short Particulars

See form 395 for full details- doc M83. 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.

Transactions

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Assignment

Created on 30 Oct 1991

Delivered on 15 Nov 1991

Status fully-satisfied

Persons Entitled

Svenska Handelsbanken

Amount Secured

All monies due or to become due from thecompany to the chargee under the terms of the debentures (as defined) and this charge

Short Particulars

All the company's right title and interest in and to the amounts standing to thecredit of the joint interest bearing account no. 00744514 (please see doc for details).

Transactions

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Memorandum

Created on 30 Nov 1990

Delivered on 11 Dec 1990

Status fully-satisfied

Persons Entitled

Svenska Handelsbanken

Amount Secured

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

Short Particulars

All amounts which are now or which may from time to time be standing to the credit of the depositors deposit account. With the bank account number 38946034 hawthorn leisure group PLC.

Transactions

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Legal mortgage

Created on 06 Nov 1989

Delivered on 07 Nov 1989

Status fully-satisfied

Persons Entitled

Svenska Handelsbanken

Amount Secured

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

Short Particulars

530-540 purley way l/b of croydon title no p 18716. floating charge over all moveable plant machinery implements utensils furniture and equipment.

Transactions

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Continuing inter-company cross guarantee and debenture

Created on 08 Jul 1988

Delivered on 15 Jul 1988

Status fully-satisfied

Persons Entitled

Svenska Handelsbanken

Amount Secured

All monies due or to become due from the company and/or all or any of the other companies named therein to the chargee on any account whatsoever

Short Particulars

I) f/h property k/a land adjoining unit 2A ripon road industrial estate, ripon way, harrogate, N. yorks. Ii) f/h property k/a unit 2A ripon road industrial estate aforesaid. Iii) f/h property k/a units 2E & 2F and adam house ripon road industrial estate aforesaid. A specific equitable charge over all freehold and leasehold properties fixed and floating charges over undertaking and all property and assets present and future including goodwill, bookdebts and the uncalled capital (please refer to form M395 and attached continuation sheet thereto for full details ref - M316).

Transactions

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Inter-company cross guarantee of debenture.

Created on 16 Feb 1987

Delivered on 05 Mar 1987

Status fully-satisfied

Persons Entitled

Svenska Handelsbanken PLC

Amount Secured

All monies due or to become due from the company to the chargee and all the other companies named therein to the chargee.

Short Particulars

F/H land adjoining unit 2A ripon road, industrial estate, ripon way, harrogate, north yorkshire a specific equitable charge over the company's f/h or l/h property. (See form 395 for further details). 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.

Transactions

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Legal charge

Created on 19 Sep 1986

Delivered on 01 Oct 1986

Status fully-satisfied

Persons Entitled

Hong Kong 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

Plot of land adj building k/a unit 2A ripon road industrial estate, ripon way, harrogate north yorkshire (see form 395 for details). Together with fixed and moveable plant machinery fixtures implements and utensils.

Transactions

Legal charge

Created on 29 Nov 1984

Delivered on 12 Dec 1984

Status fully-satisfied

Persons Entitled

Hong Kong 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

F/H units 2A, 2E, 2F and adam house ripon road industrial estate ripon way harrogate north yorkshire. Together with fixed and moveable plant machinery fixtures implements and utensils.

Transactions

Legal charge

Created on 08 Feb 1984

Delivered on 20 Feb 1984

Status fully-satisfied

Persons Entitled

Hong Kong 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

Unit 2A ripon way ripon rd, harrogate n yorks.

Transactions

Fixed charge

Created on 17 Oct 1983

Delivered on 17 Oct 1983

Status fully-satisfied

Persons Entitled

The Hong Kong & Shanghai Banking Corporation

Amount Secured

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

Short Particulars

See schedule attached to doc M17 for details.

Transactions

Legal charge

Created on 19 Apr 1983

Delivered on 05 May 1983

Status fully-satisfied

Persons Entitled

The Hong Kong & Shanghai Banking Corporation

Amount Secured

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

Short Particulars

Units 2E & 2F ripon rd industrial estate harrogate north yorkshire.

Transactions

Legal charge

Created on 28 Jan 1982

Delivered on 16 Feb 1982

Status fully-satisfied

Persons Entitled

The Hong Kong 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

Legal mortgage on the property described in the schedule (see doc M15).

Transactions

Mortgage debenture

Created on 03 Nov 1981

Delivered on 11 Nov 1981

Status fully-satisfied

Persons Entitled

The Hong Kong 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 & floating charge on the undertaking and all property and assets present and future including goodwill, bookdebts & uncalled capital.

Transactions