BOROUGH CARE SERVICES LIMITED

Debenture

Created on 25 Jun 2004

Delivered on 02 Jul 2004

Status outstanding

Persons Entitled

The Royal Bank of Scotland 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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Legal charge

Created on 03 Mar 2004

Delivered on 17 Mar 2004

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

Woodlands hall bradshaw street wigan greater manchester t/n GM731276. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 03 Mar 2004

Delivered on 17 Mar 2004

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

Ancliffe warrington road goose green wigan greater manchester t/n GM731296. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 03 Mar 2004

Delivered on 17 Mar 2004

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

Golborne house derby road golborne greater manchester t/n GM731286. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 03 Mar 2004

Delivered on 17 Mar 2004

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

Garswood house wentworth road ashton in makerfield greater manchester t/n GM731291. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 03 Mar 2004

Delivered on 17 Mar 2004

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

Farmoor church street orrell greater manchester t/n GM731266. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 03 Mar 2004

Delivered on 17 Mar 2004

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

Greenacres green lane standish greater manchester t/n GM731285. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 03 Mar 2004

Delivered on 17 Mar 2004

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

Hourigan house myrtle avenue leigh greater manchester t/n GM731269. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 03 Mar 2004

Delivered on 17 Mar 2004

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

Lakelands grizedale drive ince wigan greater manchester t/n GM731267. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 03 Mar 2004

Delivered on 17 Mar 2004

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

Lyndhurst college street leigh wigan greater manchester t/n GM731288. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 03 Mar 2004

Delivered on 17 Mar 2004

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

Manor fold bag lane atherton wigan greater manchester t/n GM731282. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 03 Mar 2004

Delivered on 17 Mar 2004

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

Park house james street tyldesley greater manchester t/n GM731293. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 03 Mar 2004

Delivered on 17 Mar 2004

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

Sherwood house sherwood crescent platt bridge wigan greater manchester t/n GM731279. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 03 Mar 2004

Delivered on 17 Mar 2004

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

Thornley house hazelmere gardens hindley wigan manchester t/n GM731271. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 16 May 2003

Delivered on 04 Jun 2003

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

The property k/a ancliffe warrington road goose green wigan greater manchester t/n GM731296. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 16 May 2003

Delivered on 04 Jun 2003

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

The property k/a garswood house wentworth road ashton in makerfield greater manchester t/n GM731291. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 16 May 2003

Delivered on 04 Jun 2003

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

The property k/a golborne house derby road golborne greater manchester t/n GM731286. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 16 May 2003

Delivered on 04 Jun 2003

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

The property k/a greenacres green lane standish greater manchester t/n GM731285. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 16 May 2003

Delivered on 04 Jun 2003

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

The property k/a hourigan house myrtle avenue leigh greater manchester t/n GM731269. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 16 May 2003

Delivered on 04 Jun 2003

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

The property k/a lakelands grizedale drive ince wigan greater manchester t/m GM731267. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 16 May 2003

Delivered on 04 Jun 2003

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

The property k/a lyndhurst college street leigh wigan greater manchester t/n GM731288. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 16 May 2003

Delivered on 04 Jun 2003

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

The property k/a manor fold bag lane atherton wigan greater manchester t/n GM731282. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 16 May 2003

Delivered on 04 Jun 2003

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

The property k/ park house james street tyldesley greater manchester t/n GM731293. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 16 May 2003

Delivered on 04 Jun 2003

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

The property k/a sherwood house sherwood crescent platt bridge wigan greater manchester t/n GM731279. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions

Legal charge

Created on 16 May 2003

Delivered on 04 Jun 2003

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

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

Short Particulars

The property k/a farmoor church street orrell greater manchester t/n GM731266. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets.

Transactions