Five Star Inns Limited

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SECURING THE CAPITAL OF AND INTEREST ON £15,000,000, £70,000,000 AND £95,000,000 FIRST MORTGAGE DEBENTURE STOCK OF QUEEN S MOAT HOUSES PLC AND ALL OTHER MONIES D UE OR TO BECOME DUE FROM THE COMPANY TO THE CHARGEE UNDER THE TERMS OF THE AFOREMENTIONED I NSTRUMENT CREATING OR EVIDENCING THE CHA RGE

PAYMENT OF THE PRINCIPAL AND INTEREST ON THE £15,000,000 12 PER CENT. FIRST MORT GAGE DEBENTURE STOCK 2013, ON THE £35,00 0,000 10 1/4 PER CENT. FIRST MORTGAGE DE BENTURE STOCK 2020, ON THE £70,000,000 1 0 1/4 PER CENT. MORTGAGE DEBENTURE STOCK 2020, ON THE £95,000,000 10 1/4 PER CEN T.FIRST MORTGAGE DEBENTURE STOCK 2020 OF QUEENS MOAT HOUSES PLC AND ALL OTHER MO NIES INTENDED TO BE SECURED BY THHE DEED OF CONFIRMATION AND BY THE DEEDS DATED 12.12.83 5.6.85 14.4.86 19.5.89 10.12.91 8.3.94 28.4.94 28.4.95 7.7.95 27.6.96 5 .11.96 28..11.96 6.3.97 4.10.99 12.12.99 21.3.00 AND 22.3.01 TO WHICH IT IS SUPP LEMENTAL

PAYMENT OF THE PRINCIPAL AND INTEREST ON THE £15,000,000 12 PER CENT. FIRST MORT GAGE DEBENTURE STOCK 2013, ON THE £35,00 0,000 10 1/4 PER CENT. FIRST MORTGAGE DE BENTURE STOCK 2020, ON THE £70,000,000 1 0 1/4 PER CENT. MORTGAGE DEBENTURE STOCK 2020, ON THE £95,000,000 10 1/4 PER CEN T.FIRST MORTGAGE STOCK 2020 OF QMH AND A LL OTHER MONIES INTENDED TO BE SECURED B Y THE TRUST DEED MADE BETWEEN QMH AND OT HERS (1) QUEENS MOAT HOUSE (CAMBRIDGE) L TD. (2) AND THE TRUSTEE (3) DATED 12.12. 83 AND BY DEEDS SUPPLEMENTAL THERETO DAT ED 5.6.85 14.4.86 19.5.89 10.12.91 8.3.9 4 28.4.94 28.4.95 7.7.95 27.6.96 5.11.96 28.11.96 6.3.97 4.10.99 12.12.99 21.3.0 0 AND 22.3.01

PAYMENT OF THE PRINCIPAL AND INTEREST ON THE £15,000,000 12 PER CENT. FIRST MORT GAGE DEBENTURE STOCK 2013, ON THE £35,00 0,000 10 1/4 PER CENT. FIRST MORTGAGE DE BENTURE STOCK 2020, ON THE £70,000,000 1 0 1/4 PER CENT. MORTGAGE DEBENTURE STOCK 2020, ON THE £95,000,000 10 1/4 PER CEN T.FIRST MORTGAGE STOCK 2020 OF QMH AND A LL OTHER MONIES INTENDED TO BE SECURED B Y THE TRUST DEED MADE BETWEEN QMH AND OT HERS (1) QUEENS MOAT HOUSE (CAMBRIDGE) L TD. (2) AND THE TRUSTEE (3) DATED 12.12. 83 AND BY DEEDS SUPPLEMENTAL THERETO DAT ED 5.6.85 14.4.86 19.5.89 10.12.91 8.3.9 4 28.4.94 28.4.95 7.7.95 27.6.96 5.11.96 28.11.96 6.3.97 4.10.99 12.12.99 21.3.0 0 AND 22.3.01

PAYMENT OF THE PRINCIPAL AND INTEREST ON THE £15,000,000 12 PER CENT. FIRST MORT GAGE DEBENTURE STOCK 2013, ON THE £35,00 0,000 10 1/4 PER CENT. FIRST MORTGAGE DE BENTURE STOCK 2020, ON THE £70,000,000 1 0 1/4 PER CENT. MORTGAGE DEBENTURE STOCK 2020, ON THE £95,000,000 10 1/4 PER CEN T.FIRST MORTGAGE STOCK 2020 OF QMH AND A LL OTHER MONIES INTENDED TO BE SECURED B Y THE TRUST DEED MADE BETWEEN QMH AND OT HERS (1) QUEENS MOAT HOUSE (CAMBRIDGE) L TD. (2) AND THE TRUSTEE (3) DATED 12.12. 83 AND BY DEEDS SUPPLEMENTAL THERETO DAT ED 5.6.85 14.4.86 19.5.89 10.12.91 8.3.9 4 28.4.94 28.4.95 7.7.95 27.6.96 5.11.96 28.11.96 6.3.97 4.10.99 12.12.99 21.3.0 0 AND 22.3.01

PAYMENT OF THE PRINCIPAL AND INTEREST ON THE £15,000,000 12 PER CENT. FIRST MORT GAGE DEBENTURE STOCK 2013, ON THE £35,00 0,000 10 1/4 PER CENT. FIRST MORTGAGE DE BENTURE STOCK 2020, ON THE £70,000,000 1 0 1/4 PER CENT. MORTGAGE DEBENTURE STOCK 2020, ON THE £95,000,000 10 1/4 PER CEN T.FIRST MORTGAGE STOCK 2020 OF QMH AND A LL OTHER MONIES INTENDED TO BE SECURED B Y THE TRUST DEED MADE BETWEEN QMH AND OT HERS (1) QUEENS MOAT HOUSE (CAMBRIDGE) L TD. (2) AND THE TRUSTEE (3) DATED 12.12. 83 AND BY DEEDS SUPPLEMENTAL THERETO DAT ED 5.6.85 14.4.86 19.5.89 10.12.91. 8.3. 94 28.4.94 28.4.95 7.7.95 27.6.96 5.11.9 6 28.11.96 6.3.97 4.10.99 12.12.99 21.3. 00 AND 22.3.01

PAYMENT OF THE PRINCIPAL OF AND INTEREST ON £15,000,000 12 PER CENT. FIRST MORTG AGE DEBENTURE STOCK 2013 ON THE £35,000, 000 10 1/4 PER CENT. FIRST DEBENTURE ST OCK 2020 ON THE £70,000,000 10 1/4 PER C ENT. FIRST MORTGAGE DEBENTURE STOCK 2020 AND ON THE £95,000,000 10 1/4 PER CENT. FIRST MORTGAGE DEBENTURE STOCK 2020 OF QUEENS MOAT HOUSE PLC AND ALL OTHER MON EYS INTENDED TO BE SECURED BY THE TRUST DEED DATED 12/12/83 AND THE DEEDS SUPPLE MENTAL

IN FAVOUR OF THE CHARGEE PAYMENT OF THE PRINCIPAL AND INTEREST ON THE £15,000,00 0 12 PER CENT. FIRST MORTGAGE DEBENTURE STOCK, 2013 ON THE £35,000,000 10 1/4 PE R CENT. FIRST MORTGAGE DEBENTURE STOCK 2 020, ON THE £70,000,000 10 1/4 PER CENT. FIRST MORTGAGE DEBENTURE STOCK 2020, ON THE £95,000,000 10 1/4 PER CENT. FIRST MORTGAGE DEBENTURE STOCK 2020 OF QUEENS MOAT HOUSES PLC AND ALL OTHER MONEYS INT ENDED TO BE SECURED BY THE ABOVE DEED, B Y THE TRUST DEED DATED 12TH DECEMBER 198 3 AND BY VARIOUS OTHER DEEDS (ALL AS DEF INED) TO WHICH IT IS SUPPLEMENTAL

IN FAVOUR OF THE CHARGEE PAYMENT OF THE PRINCIPAL AND INTEREST ON THE £15,000,00 0 12 PER CENT. FIRST MORTGAGE DEBENTURE STOCK, 2013 ON THE £35,000,000 10 1/4 PE R CENT. FIRST MORTGAGE DEBENTURE STOCK 2 020, ON THE £70,000,000 10 1/4 PER CENT. FIRST MORTGAGE DEBENTURE STOCK 2020, ON THE £95,000,000 10 1/4 PER CENT. FIRST MORTGAGE DEBENTURE STOCK 2020 OF QUEENS MOAT HOUSES PLC AND ALL OTHER MONEYS INT ENDED TO BE SECURED BY THE ABOVE DEED, B Y THE TRUST DEED DATED 12TH DECEMBER 198 3 AND BY VARIOUS OTHER DEEDS (ALL AS DEF INED) TO WHICH IT IS SUPPLEMENTAL

IN FAVOUR OF THE CHARGEE PAYMENT OF THE PRINCIPAL AND INTEREST ON THE £15,000,00 0 12 PER CENT. FIRST MORTGAGE DEBENTURE STOCK, 2013 ON THE £35,000,000 10 1/4 PE R CENT. FIRST MORTGAGE DEBENTURE STOCK 2 020, ON THE £70,000,000 10 1/4 PER CENT. FIRST MORTGAGE DEBENTURE STOCK 2020, ON THE £95,000,000 10 1/4 PER CENT. FIRST MORTGAGE DEBENTURE STOCK 2020 OF QUEENS MOAT HOUSES PLC AND ALL OTHER MONEYS INT ENDED TO BE SECURED BY THE ABOVE DEED, B Y THE TRUST DEED DATED 12TH DECEMBER 198 3 AND BY VARIOUS OTHER DEEDS (ALL AS DEF INED) TO WHICH IT IS SUPPLEMENTAL

IN FAVOUR OF THE CHARGEE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE £15,000 ,000 12 PER CENT. FIRST MORTGAGE DEBENTU RE STOCK 2013, ON THE £35,000,000 10 1/4 PER CENT. FIRST MORTGAGE DEBENTURE STOC K 2020, ON THE £70,000,000 10 1/4 PER CE NT FIRST MORTGAGE DEBENTURE STOCK 2020 A ND ON THE £95,000,000 10 1/4 PER CENT. F IRST MORTGAGE DEBENTURE STOCK 2020 OF QU EENS MOAT HOUSES PLC AND ALL OTHER MONEY S INTENDED TO BE SECURED BY THE ABOVE DE ED AND BY THE EXISTING DEDES (AS DEFINED IN THE ABOVE DEED)

IN FAVOUR OF GUARDIAN ROYAL EXCHANGE ASS URANCE PLC THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE £15,000,000 12 PE R CENT. FIRST MORTGAGE DEBENTURE STOCK 2 013, ON THE £35,000,000 10 1/4 PER CENT. FIRST MORTGAGE DEBENTURE STOCK 2020, ON THE £70,000,000 10 1/4 PER CENT. FIRST MORTGAGE DEBENTURE STOCK 2020 AND ON THE £95,000,000 10 1/4 PER CENT. FIRST MORT GAGE DEBENTURE STOCK 2020 OF QUEENS MOAT HOUSES P.L.C. AND ALL OTHER MONEYS INTE NDED TO BE SECURED BY THIS DEED OF RELEA SE AND SUBSTITUTION AND BY THE DEEDS DAT ED 12.12.83, 14.4.86, 19.5.89, 10.12.91, 10.12.91, 8.3.94, 28.4.95 AND 7.7.95 TO WHICH IT IS SUPPLEMENTAL

IN FAVOUR OF GUARDIAN ROYAL EXCHANGE ASS URANCE PLC THE PRINCIPAL OF AND INTEREST ON THE £15,000,000 12 PER CENT. FIRST M ORTGAGE DEBENTURE STOCK 2013 ON THE £35, 000,000 10 1/4 PER CENT. FIRST MORTGAGE DEBENTURE STOCK 2020 ON THE £70,000,000 10 1/4 PER CENT. FIRST MORTGAGE DEBENTUR E STOCK 2020 AND ON THE £95,000,000 10 1/4 PER CENT. FIRST MORTGAGE DEBENTURE S TOCK 2020 OF QUEENS MOAT HOUSES P.L.C. A ND ALL OTHER MONEYS INTENDED TO BE SECUR ED BY THE ABOVE DEED AND THE EXISTING DE EDS (AS DEFINED IN THE ABOVE DEED) TO WH ICH IT IS SUPPLEMENTAL

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THE PRINCIPAL OF AND INTEREST ON THE £95 ,000,000 10 3/4 PER CENT. FIRST MORTGAGE DEBENTURE STOCK 2020 OF QUEENS MOAT HOU SES P.L.C. (THE "NEW STOCK") AND ALL OTH ER MONIES DUE OR TO BECOME DUE FROM THE COMPANY AND/OR ALL OR ANY OF THE OTHER C OMPANIES NAMED THEREIN TO THE CHARGEE UN DER THE TRUST DEEDS AS DEFINED THEREIN

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£35,000,000 10 1/4% FIRST MORTGAGE DE BENTURE STOCK 2020 OF QUEENS MOAT HOUSES PLC AND ALL OTHER MONEYS INTENDED TO BE SECURED BY THE PRINCIPAL DEED DATED 12 DEC 83 AND THE AFORESAID SUPPLEMENTAL TR UST DEED

£15,000,000 12% FIRST MORTGAGE DEBENT URE STOCK 2013 OF QUEENS MOAT HOUSES PLC