Brent Walker Breweries Limited

Standard Chartered Bank

Please refer to form 395 for full details of charged property. 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.

All monies,liabilities and other obligations of whatsoever nature due,owing or incurred by the brent walker group PLC and each of it's subsidiaries (other than the company) for the time being and from time to time to the chargee as agent and trustee for itself each of the existing lenders and hambros leasing limited (the new lender)under the term facilities agreement dated 27TH march 1992 and certain related agreements and documents (the "operative agreements")

Standard Chartered Bankts B.V.Acting as Agent and Trustee for Emenex Investmen

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.

All monies due or to become due from the company and/or all or any other companies named therein to the chargees under the term facility agreement dated 27TH march 1992 and the "operative agreements" (as defined)

The William Hill Group Limited

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.

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

The Brent Walker Group PLC

The legal mortgage in the legal estates in the l/h and f/h and heritable and other land and buildings etc.. see the mortgage charge document for full details.

All monies due from pubmaster limited to the chargee under the terms of £115,000,000 floating rate refinanceable secured loan notes 1993-2011 (as defined)

The William Hill Group Limited

See for 395 for full 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.

All monies due or to become due from the company to the chargee under clause 2.1 of the composite guarantee and debenture

Standard Chartered Bankof the Lenders as Definedacting as Agent and Trustee for Itself and Each

See form 395 for full 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.

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 composite guarantee and debenture

Brent Walker Limited

The legal estates in the f/h and l/h and heritable or other land etc.. (see form 395 for details).

All monies due from pubmaster limited to the chargee under the terms of the loan notes and loan stock as defined in the debenture

Standard Chartered Bank

See form 395 ref M158 for full 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.

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 facility agreement dated 11TH november 1991

Standard Chartered Bank

By way of first legal montgage the legal estate in all that f/h, l/h heritage or other land or buildings (see M131 for full details).

All moneys due or to become due from the brent walker group PLC and certain of its subsidiaries to the chargee under the terms of the facility agreement dated 1/7/91

Standard Chartered Bank

(Sec doc M157 for full 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.

All monies due or to become due from the brent walker group PLC and/or any other company named therein under the terms of a facility agreement dated 28/03/91 and this deed

Standard Chartered Bank

(See doc M151 for full details). 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.

All monies due or to become due from brent walker limited to the chargee under the terms of the facility agreement dated 19/2/91 and this deed

Standard Chartered Bank Lenders as Defined)(As Agent and Trustee for Itself and Each of The

F/H and l/h land and buildings described against the name of the company (see form 395-ref M196 for full details).

All monies due or to become due from the company and/or all or any of the other companies named therein to the chargee in and under the debenture dated 15TH november 1990

Standard Chartered Bank

All freehold and leasehold land and bldgs, fixtures fixed plant and machinery (see doc m 215 for full details).

All monies due or to become due from the brent walker group PLC to the chargee under the terms of the standby loan facility agreement and debenture both dated 15/11/90 and this deed

Standard Chartered Bank Lenders as Defined)(As Agent and Trustee for Itself and Each of The

(See doc M136 for full 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.

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

Standard Chartered Bank

(See doc M108 for full 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.

All moneys due or to become due from the brent walker group PLC to the chargee under the terms of the standby facility agreement dated 15/11/90 and this deed

American Express Bank LTD

(See form 395 ref: M420C for full details).

I hereby certify that a deed of variation for varying the terms of a memorandum of mortgage and charge dated 9.6.87 was registered pursuant to chapter 1 part X11 of the companies act 1985 on the 12.10.88

American Express Bank LTD

(See form 395 ref: M419C for full details).

I hereby certify that a deed of variation for varying the terms of a memorandum of mortgage and charge dated 9.6.87

American Express Bank LTD

All the undertaking goodwill assets property and rights present & future uncalled capital all palents application trade marks trade names etc (see form 395 ref M232C for full details).

All monies due or to become due from the company to the chargee on any account whatsoever including all monies pursuant to a guarantee dated 9/6/87 as amended by a supplemental deed dated 29 sept 1988

American Express Bank LTD

1000 ordinary shares of sterling pounds 1 each representing the entire issued share capital of ellerman's finance limited at 29/9/88 and all other securities and all nights moneys & property whatsoeveer to be derived from accrue on any of the securities (see from 395-M231C).

All monies due or to become due from the company to the chargee under the terms of a guarantee dated 9/6/87 as amended by a supplemental deed dated 29/9/88 and under this charge

American Express Bank LTD

12555000 ordinary shares of 50 pence and 511700 6 1/2% preference shares of sterling pounds 1 each representing the entire issued share capital of tollemoche & cobbold breweries limited and all other securities and all rights, moneys and property whatsoever (see from M395 for futther details).

All monies due or to become due from the company to the chargee under the terms of a loan agreement and guarantee both dated 9TH june 1987 and this charge

American Express Bank LTD

44612112 ordinary shares of 25 pence each, 253274 5% preference shares of sterling pounds 1 each and 300000 6% preference shares of sterling pounds 1 each representing the entire issued share capital J.W. cameron & co., Limited and all other securities and all rights, moneys and property (see from M395 for further details).

All monies due or to become due from the company to the chargee under the terms of a loan agreement and guarantee both dated 09TH june 1987 and this charge

First National Boston Limited

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.

All moneys due or to become due from M.F. north PLC to the chargee under the terms of the financing documents

The First National Bank of Boston · Trust National Boston Limited · Manufacturers Hanover Trust Company · The Royal Bank of Scotland PLC · Swiss Bank Corporation

Fixed & floating charges over undertaking and all property and assets present and future including goodwill, bookdebts uncalled capital, and the benefit of any licences.

All monies due from the company to first national boston limited acting as agent for itself and several other lenders under the terms of a credit agreement and a guarantee and consent agreement both dated 11-11-83 the royal bank of scotland PLC facilities the debenture itself and the other agreements and mortgage debentures defined therein and other monies due under the terms of the change