Chiswell Properties 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

£135,000,000 11 5/8 PER CENT DEBENTUR E STOCK DUE 2011 OF BEING WHITBREAD & CO MPANY PLC THE COMPANY AND ANY FURTHER ST OCK ISSUED PURSUANT TO THE TRUST DEED AN D ALL OTHER MONIES DUE OR TO BECOME DUE TO THE CHARGEE UNDER OR PURSUANT TO THE TRUST DEED.

FOR SECURING DEBENTURE STOCK OF WHITBREA D AND COMPANY LIMITED AMOUNTI NG TO £1,403,524 AND £35,194,251 O UTSTANDING, UNDER AND SECURED BY A TRUST DEED DATED 22/10/58 AND DEEDS SUPPLEMEN TAL THERETO.

FOR SECURING DEBENTURE STOCK OF WHITBREA D AND COMPANY LTD AMOU NTING T O £106,375

FOR SECURING DEBENTURE STOCK OF WHITBREA D AND COMPANY LTD AMOUNTING TO £47,914 ,146 INCLUSIVE OF £45,899 146 OUTSTANDIN G SECURED BY A TRUST DEED DA TED 22.10.58 AND DEEDS SUPPLEMENTAL THER ETO.