DELANCEY DIXON LIMITED

Debenture

Created on 25 Feb 2000

Delivered on 01 Mar 2000

Status fully-satisfied

Persons Entitled

Deutsche Hypothekenbank (Actien-Gesellschaft)

Amount Secured

All monies due or to become due from the company to the chargee pursuant to the loan agreement and/or the security documents together with interest and expenses

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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Debenture

Created on 26 Jul 1999

Delivered on 10 Aug 1999

Status fully-satisfied

Persons Entitled

Robert Fleming & Co Limited

Amount Secured

All monies due or to become due from the company to the chargee pursuant to the loan agreement and/or the security documents

Short Particulars

F/H land at capital park adjacent to junction 6, M18 thorne south yorkshire-SYK395640..fixed and floating charges over the undertaking and all property and assets present and future including bookdebts buildings fixtures. See the mortgage charge document for full details.

Transactions

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Assignment of benefit of interest rate hedging agreement

Created on 28 Apr 1999

Delivered on 30 Apr 1999

Status fully-satisfied

Persons Entitled

Deutsche Hypothekenbank (Actien-Gesellschaft)

Amount Secured

All the obligations of the company to the chargee of any kind pursuant to a loan agreement dated 26TH february 1999 (the "loan agreement") made between the company (the "debtor") and dixon motors developments limited (1) and the chargee (2) as amended,supplemented,novated,substituted or replaced from time to time and/or the security documents (as defined in the loan agreement) and all expenses incurred by the bank at any time in connection with the hedging agreement or the company's obligations pursuant to the loan agreement and/or the security documents or in taking or perfecting the assignment or enforcing the security created by the assignment

Short Particulars

All of the company's rights title and interest under the hedging agreement meaning a cap confirmation dated 22/03/99 with a trade date of 19/03/99 between the company and credit lyonnais transaction number 3179OC/W00511.

Transactions

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Assignment of benefit of interest rate hedging agreement

Created on 28 Apr 1999

Delivered on 30 Apr 1999

Status fully-satisfied

Persons Entitled

Deutsche Hypothekenbank (Actien-Gesellschaft)

Amount Secured

All the obligations of the company to the chargee of any kind pursuant to a loan agreement dated 26TH february 1999 (the "loan agreement") made between the company (the "debtor") and dixon motors developments limited (1) and the chargee (2) as amended,supplemented,novated,substituted or replaced from time to time and/or the security documents (as defined in the loan agreement) and all expenses incurred by the bank at any time in connection with the hedging agreement or the company's obligations pursuant to the loan agreement and/or the security documents or in taking or perfecting the assignment or enforcing the security created by the assignment

Short Particulars

All of the company's rights title and interest under the hedging agreement meaning an interest rate swaption confirmation dated 19TH march 1999 between the company and barclays bank PLC reference 117396B/416243.

Transactions

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Debenture

Created on 22 Mar 1999

Delivered on 01 Apr 1999

Status fully-satisfied

Persons Entitled

Deutsche Hypothekenbank (Actien-Gesellschaft)

Amount Secured

All monies due or to become due from the company to the chargee pursuant to the loan agreement and/or the security documents

Short Particulars

(For details of charged land see 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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Cash deposit security assignment

Created on 22 Mar 1999

Delivered on 01 Apr 1999

Status fully-satisfied

Persons Entitled

Deutsche Hypothekenbank (Actien-Gesellschaft)

Amount Secured

All the obligations and liabilities of the company and dixon motors developments limited to the chargee pursuant to the loan agreement and/or under the security documents (as defined in the loan agreement)

Short Particulars

By way of assignment to the bank full title guarantee the deposit continuting security for the discharge on demand depositor's liabilities deposit holder account number 79244556 (sort code 560003).

Transactions

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