Whitbread East Pennines 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 PERCENT DEBENTURE STOCK DUE 2011 OF WHITBREAD & COMPANY P UBLIC LIMITED COMPANY ISSUED PURSUANT TO THE TRUST DEED AND ALL OTHER MONIES DUE OR TO BECOME DUE TO THE CHARGEE UNDER O R PURSUANT TO THE TRUST DEED.

FOR SECURING DEBENTURE STOCK OF WHITBREA D AND COMPANY LIMITED AMOUNTING TO £1,40 3,524 AND £35,194,251 OUTSTANDING UNDER AND SECURED BY A TRUST DEED DATED 22/10/ 58 AND DEEDS SUPPLEMENTAL THERETO.

FOR SECURING £106,375 DEBENTURE STOCK OF WHITBREAD AND CO LTD

FOR SECURING DEBENTURE STOCK OF WHITBREA D AND COMPANY LTD AMOUNTING TO £1,015,00 0 AND £45,899,146 OUTSTANDING UNDER AND SECURED BY A TRUST DEED DATED 22/10/1958 AND DEEDS SUPPLEMENTAL THERETO

FOR SECURING DEBENTURE STOCK OF WHITBREA D AND COMPANY LTD SECURED BY A TRUST DEE D DATED 22/10/58 AND DEEDS SUPPLEMENTAL THERETO AMOUNTING TO £45,954,446 INCLUSI VE OF £45,721,946

TRUST DEED FOR SECURING DEBENTURE STOCK £3,614,377 AND £43,208,173 OF WHITBREAD AND COMPANY LTD SECURED BY A TRUST DEED DATED 22/10/58 AND DEEDS SUPPLEMENTAL TH ERETO

TRUST DEED FOR SECURING £870,186 DEBENTU RE STOCK OF WHITBREAD & CO LTD & FURTHER SECURING £44,363,917 NOW OUTSTANDING SU PPLEMENTL TO TRUST DEED 22.10.58. AN DEE DS SUPPLEMENTAL

FOR SECURING DEBENTURE STOCK OF WHITBREA D & CO LTD AMOUNTING TO £6,805,251 & £38 ,947,726 OUTSTANDING & SECURED BY TRUST DEED DATED 22/10/58 & DEEDS SUPPLEMENTAL

FOR SECURING DEBENTURE STOCK OF WHITBREA D & COMPANY LTD AMOUNTING TO £500,000 & £34,811,441 OUTSTANDING & SECURED BY TRU ST DEED DATED 22/10/58 & DEEDS SUPPLEMEN TAL THERETO

FOR SECURING £5,847,008 DEBENTURE STOCK OF WHITBREAD AND COMPANY LTD FURTHER SE CURING £29,706,199 DEBENTURE STOCK OF WH ITBREAD AND COMPANY LTD SECURED BY A TRU ST DEED DATED 22/10/58 AND DEEDS SUPPLEM ENTAL THERETO

TRUST DEED FOR SECURING £5,000,000 DEBEN TURE STOCK OF WHITBREAD AND COMPANY LIMI TED.

FOR SECURING £204,886 DEBENTURE STOCK OF WHITBREAD AND COMPANY LIMITED AND FOR F URTHER SECURING £25,339,271 DEBENTURE ST OCK OF WHITBREAD AND COMPANY LIMITED SEC URED BY A TRUST DEED DATED 22/10/1958 AN D DEEDS SUPPLEMENTAL THERETO

TRUST DEED FOR SECURING DEBENTURE STOCK OF WHITBREAD AND COMPANY LTD AMOUNTING T O £6,000,000

DEBENTURE STOCK OF WHITBREAD AND COMPANY AMOUNTING TO £10,584,463 OUTSTANDING UN DER AND SECURED BY A TRUST DEED DATED 22 /10/58 AND FIVE TRUST DEEDS SUPPLEMENTAL THERETO

FURTHER SECURING DEBENTURE STOCK OF WHIT BREAD AND COMPANY AMOUNTING TO £ 9,250,0 00 SECURED BY A TRUST DEED DATED 22/10/5 8 AND DEEDS SUPPLEMENTAL THERETO

£40,000 (OWING)

SECURING DEBENTURE STOCK £100,000

FOR SECURING 100,000 DEBENTURE STOCK

FOR SECURING £100,000

DEBENTURE STOCK AMOUNTING TO £100,000

FOR SECURING DEBENTURE STOCK AMOUNTING T O £100,000

FOR SECURING DEBENTURE STOCK AMOUNTING T O £100,000

FOR SECURING DEBENTURE STOCK AMOUNTING T O £100,000

FOR SECURING DEBENTURE STOCK AMOUNTING T O £100,000

FOR SECURING DEBENTURE STOCK AMOUNTING T O £100,000

SECURING DEBENTURE STOCK AMOUNTING TO £1 00,000

SECURING DEBENTURE STOCK AMOUNTING TO £6 00,000