USW PCN, INC.

Partnership debenture

Created on 14 Oct 1996

Delivered on 01 Nov 1996

Status outstanding

Persons Entitled

Hsbc Investment Bank PLC,as Agent and Trustee for the Beneficiaries (As Defined)

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 under or pursuant to any finance document (as defined) and/or this debenture

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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Partnership debenture

Created on 01 Dec 1995

Delivered on 15 Dec 1995

Status fully-satisfied

Persons Entitled

Samuel Montagu & Co.Limitedas Agent and Trustee for the Beneficiaries (As Defined)

Amount Secured

All monies due or to become due from the company and/or any other partner (as defined) to the chargees under the terms of any finance documents (as defined in the debenture) and this charge

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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Supplemental agreement

Created on 27 Mar 1995

Delivered on 04 Apr 1995

Status outstanding

Persons Entitled

Samuel Montagu & Co.Limited

Amount Secured

And varying the terms of the partnership debenture dated 13TH april 1994

Short Particulars

1). land at tooting and mitchum football club sandy lane mitchum t/n TGL80928 2). land at eppingdene livery stables ivy chimneys road epping essex t/n 457121 3). land at brooklands industrial estate avro way weybridge surrey t/n SY629978 4). land at ullswater crescent trading estate coulsdon croydon surrey t/n sgl 311916 5).land at old's approach wm. Old civil engineering limited tolpits lane watford t/n HD161256. See the mortgage charge document for full details.

Transactions

Supplemental agreement

Created on 27 Mar 1995

Delivered on 04 Apr 1995

Status fully-satisfied

Persons Entitled

Samuel Montagu & Co.Limited

Amount Secured

For varying the terms of the "debentures" (as defined in the supplementalagreement)

Short Particulars

1). land at tooting & mitchum football club sandy lane mitchum. See the mortgage charge document for full details.

Transactions

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Partnership debenture

Created on 27 Mar 1995

Delivered on 04 Apr 1995

Status fully-satisfied

Persons Entitled

Samuel Montagu & Co.Limitedas Agent and Trustee for the Beneficiaries

Amount Secured

All monies due or to become due from the company and/or all or any other companies named therein to the chargees under the terms of the finance documents (as defined in the debenture)

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 13 Apr 1994

Delivered on 22 Apr 1994

Status fully-satisfied

Persons Entitled

S.G. Warburg & Co Limitedthe Security Trustee

Amount Secured

All monies due or to become due from the company and/or all or any other companies named therein to the chargee under the terms of ezch of the finance documents (as defined therein)

Short Particulars

1).Land at tooting and mitcham football club sandy lane mitcham 2). land at eppingdene livery stables ivy chimneys road epping essex CM16 1XX 3). land at brooklands industrial estate avro way weybridge surrey KT13 0YF 4). land at ullswater crescent trading estate coulsdon croydon surrey CR5 1XX 5). land at old's approach wm.old civil engineering limited tolpits lane watford WD1 8QR. 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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Licence

Created on 22 Feb 1993

Delivered on 03 Mar 1993

Status fully-satisfied

Persons Entitled

Grosvenor Estate Belgravia

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 under the terms of the charge (being the obligations of the licencee contained in clause 3VIII of the licence

Short Particulars

£5,000 deposited by the licencee with the chargee.

Transactions

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Security agreement

Created on 12 Nov 1992

Delivered on 01 Dec 1992

Status fully-satisfied

Persons Entitled

S.G. Warburg & Co. LTD.as the "Security Trustee" for the Beneficiaries(As Defined)

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 under each of the finance documents (as defined)

Short Particulars

Fixed and floating charges over all the right,title and interest in all assets,equipment and monies (see doc ref M343C for full details).

Transactions

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