West Country Breweries Limited

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES (WHETHER ACTUAL OR CONTINGENT AND WHETHER OWED JOINTLY OR SEVERALLY O R IN ANY OTHER CAPACITY WHATSOEVER) OF T HE COMPANY UNDER THE ISDA AGREEMENT (AS DEFINED) AND OF THE CHARGORS (AS DEFINED ) UNDER THE CHARGE

STERLING POUNDS 135,000,000 11 5/8 PERCE NT. DEBENTURE STOCK DUE 2011 OF WHITBREA D PLC AND ALL OTHER MONEYS DUE OR TO BEC OME DUE TO THE CHARGEE UNDER OR PURSUANT TO THE "TRUST DEED" (AS DEFINED)

FOR SECURING DEBENTURE STOCK OF WHITBRE AD AND COMPANY LIMITED AMOUNTING TO STER LING POUNDS 1,403,524 AND STERLING POUND S 35,194,251 OUTSTANDING UNDER AND AND S ECURED BY A TRUST DEED SATED 22/10/58 AN D DEEDS SUPPLEMENTAL THERETO.

FOR SECURING DEBENTURE STOCK OF WHITBRE AD AND COMPANY LTD AMOUNTING TO STERLING POUNDS 106,375

FOR SECURING DEBENTURE STOCK OF WHITBRE AD & COMPANY LTD AMOUNTING TO STERLING P OUNDS 1,015,000 AND STERLING POUNDS 45,8 99,146 OUTSTANDING UNDER AND SECURED BY A TRUST DEED DATED 22ND OCT 1958 AND DEE DS SUPPLEMENTAL THERETO.

FOR SECURING DEBENTURE STOCK OF WHITBRE AD AND CO. LTD AMOUNTING TO STERLING POU NDS 45,984,446 INCLUSIVE OF STERLING POU NDS 45,721,946 SECURED BY A TRUST DEED D ATED 22/10/58 AND DEEDS SUPPLEMENTAL THE RETO

FOR SECURING DEBENTURE STOCK OF WHITBRE AD AND COMPANY LTD. AMOUNTING TO STERLIN G POUNDS 3,614,377 AND STERLING POUNDS 4 3,208,173 SECURED BY A TRUST DEED DATED 22/10/58 AND DEEDS SUPPLEMENTAL THERETO.

FOR SECURING DEBENTURE STOCK OF WHITBRE AD AND COMPANY. LTD AMOUNTING TO STERLIN G POUNDS 870,186 AND STERLING POUNDS 44, 363,917 OUTSTANDING AND SECURED BY BY A TRUST DEED DATED 22/10/58 AND DEEDS SUPP LEMENTAL THERETO.

FOR SECURING DEBENTURE STOCK OF WHITBRE AD & CO LTD AMOUNTING TO STERLING POUNDS 6,805,251 & STERLING POUNDS 38,947,726 OUTSTANDING & SECURED BY A TRUST DEED 22 -10-58 & DEEDS SUPPL.

FOR SECURING DEBENTURE STOCK OF WHITBRE AD AND COMPANY LTD AMOUNTING TO STERLING POUNDS 5,000,000 & STERLING POUNDS 34,8 11,411 OUTSTANDING & SECURED BY A TRUST DEED DATED 22/10/58 & DEEDS SUPPLEMENTAL THERETO

FOR SECURING STERLING POUNDS 5,847,008 DEBENTURE STOCK OF WHITBREAD AND COMPANY LTD & FURTHER SECURING STERLING POUNDS 29,706,199 DEBENTURE STOCK OF WHITBREAD AND COMPANY LTD SECURED BY A TRUST DEED DATED 22/10/58 & DEEDS SUPPLEMENTAL THER ETO.

FOR SECURING STERLING POUNDS 5,000,000 DEBENTURE STOCK OF WHITBREAD AND COMPANY LTD.

FOR SECURING STERLING POUNDS 204,886 DE BENTURE STOCK OF WHITBREAD AND COMPANY L IMITED AND FOR FURTHER SECURING STERLING POUNDS 25,339,271 DEBENTURE STOCK WHITB READ AND COMPANY LTD. SECURED BY A TRUST DEED DATED 22ND OCT 1958 AND DEEDS SUPP LEMENTAL THERETO.

FOR SECURING DEBENTURE STOCK OF WHITBRE AD AND COMPANY LTD AMOUNTING TO STERLING POUNDS 6,000,000

FOR SECURING DEBENTURE STOCK OF WHITBREA D AND CO. AMOUNTING TO £10,584,463 OUTST ANDING UNDER & SECURED BY A TRUST DEED D ATED 22/10/58 AND FIVE TRUST DEEDS SUPPL EMENT THERETO.

FOR FURTHER SECURING DEBENTURE STOCK OF WHITBREAD & CO LTD AMOUNTING TO STERLIN G POUNDS 9,250,000 SECURED BY A TRUST DE ED DATED 22 OCT 58 AND DEEDS SUPPLEMENTA L THERETO.