GRASSPOST LIMITED

Amendment deed relating to a debenture originally dated 03 june 2007 and

Created on 03 Nov 2008

Delivered on 19 Nov 2008

Status fully-satisfied

Persons Entitled

Bank of Scotland PLC

Amount Secured

All monies due or to become due from each present or future member of the group to the chargee and/or the other secured parties (or any of them) on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

Properties charged please refer to for form 395 fixed and floating charge over the undertaking and all property and assets present and future, including goodwill, book debts, uncalled capital, buildings, fixtures, fixed plant & machinery see image for full details.

Transactions

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Debenture

Created on 03 Nov 2008

Delivered on 14 Nov 2008

Status fully-satisfied

Persons Entitled

Bank of Scotland PLC (As Security Agent)

Amount Secured

All monies due or to become due from the company and/or all or any of the companies named therein to the chargee on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

Fixed and floating charge over the undertaking and all property and assets present and future, including goodwill, book debts, uncalled capital, buildings, fixtures, fixed plant & machinery see image for full details.

Transactions

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Accession deed

Created on 13 Sep 2007

Delivered on 02 Oct 2007

Status fully-satisfied

Persons Entitled

The Governor and Company of the Bank of Scotland (The "Security Agent")

Amount Secured

All monies due or to become due from each present or future member of the group to the chargee and/or the other secured parties (or any of them) under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

F/H david lloyd leisure limited tennis & leisure centre cockelshill park arklestone road renfrew t/no REN65363 (for details of further properties charged please refer to form 395). 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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Debenture accession deed

Created on 02 Aug 2007

Delivered on 14 Aug 2007

Status fully-satisfied

Persons Entitled

The Governor and Company of the Bank of Scotland (As Security Agent for the Secured Parties)(in Such Capacity, the Security Agent)

Amount Secured

All monies due or to become due from each present or future member of the group to the chargee and/or the other secured parties (or any of them) under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

For details of properties charged please refer to form 395. 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 mortgage

Created on 08 Aug 2001

Delivered on 16 Aug 2001

Status fully-satisfied

Persons Entitled

Coutts & Company

Amount Secured

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

Short Particulars

L/Hold property known as land on the east side of westfield ave,woking,surrey and/or the proceeds of sale thereof. Floating charge over all moveable plant machinery implements utensils furniture and equipment.

Transactions

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Legal mortgage

Created on 08 Apr 1998

Delivered on 18 Apr 1998

Status fully-satisfied

Persons Entitled

Coutts & Company

Amount Secured

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

Short Particulars

L/H property k/a the chris lane tennis and health club westfield avenue woking surrey t/no: SY637491. Floating charge over all moveable plant machinery implements utensils furniture and equipment.

Transactions

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Debenture

Created on 08 Apr 1998

Delivered on 18 Apr 1998

Status fully-satisfied

Persons Entitled

Coutts & Company

Amount Secured

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

Short Particulars

L/H property situate and k/a the chris lane tennis and health club, westfield avenue woking surrey t/no: SY637491. 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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Mortgage debenture

Created on 27 Oct 1989

Delivered on 03 Nov 1989

Status fully-satisfied

Persons Entitled

National Westminster Bank PLC

Amount Secured

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

Short Particulars

And by way of legal mortgage over land on east side of westfield avenue k/a chins lane tennis and health centre westfield avenue, old woking, surrey GU22 8PF t/n SY550391. 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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Legal charge

Created on 04 Jul 1989

Delivered on 12 Jul 1989

Status fully-satisfied

Persons Entitled

Scottish & Newcastle Breweries PLC

Amount Secured

Sterling pounds 42,000 and all other monies due or to become due from the company to the chargee or any of its associated trading or subsidiary companies

Short Particulars

Property at westfield avenue, woking, title no sy 550391. all fixtures and fittings & the benefit of the justices licence. Floating charge over all moveable plant machinery implements utensils furniture and equipment.

Transactions

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Legal charge

Created on 05 Aug 1988

Delivered on 25 Aug 1988

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

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

Short Particulars

Land on the east side of westfield avenue woking surrey t/no sy 550391.

Transactions

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Legal charge

Created on 07 Feb 1986

Delivered on 08 Feb 1986

Status fully-satisfied

Persons Entitled

Whitbread & Company PLC

Amount Secured

Sterling pounds 40,000 due from the company to the chargee pursuant to a facility letter dated 25/09/85

Short Particulars

L/H property at kingfield road, woking, surrey.

Transactions

Debenture

Created on 11 Jul 1985

Delivered on 23 Jul 1985

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

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

Short Particulars

Part of kingfield sports ground, kingfield road, woking, surrey.

Transactions

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Debenture

Created on 11 Jul 1985

Delivered on 23 Jul 1985

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

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.

Transactions

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