BMG (SWINDON) LIMITED

Landesbank Hessen-Thuringen Girozentrale London Branch as Agent and Trustee for the Finance Parties

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.

Created 8 Mar 2001

Landesbank Hessen-Thuringen Girozentrale,London Branch,as Agent and Trustee for the Financeparties (The "Agent")

The rights of the company in respect of subordinated liabilities. See the mortgage charge document for full details.

Created 16 Apr 1999

Landesbank Hessen-Thuringen Girozentrale as Agent and Trustee for the Finance Parties

Freehold property k/a phase 1 great western designer village swindon comprising freehold land contained in t/n WT152845 the land under t/n WT177856 and other land being formerly part of t/n WT97874. 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.

Created 16 Apr 1999

Baa PLC (The "Security Trustee")

Part of f/h land being brass shop long shop and additional car park at the great western railworks rodbourne road swindon t/n-WT68801 (part) and WT97874 (part). Part of f/h land adjoining the manufacturers outlet centre at the great western railworks rodbourne road swindon t/n-WT97874 (part). Part of f/h land at the great western railworks rodbourne road swindon t/n-WT68801 (part) and WT97874 (part).. 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.

Created 23 Mar 1998

Tarmac Construction Limited

F/H property k/a brass shop long shop and additional car park at the great western rail works rodbourne road swindon and all right title and interest in any lease licence or occupational right with a floating charge over the assets.

Created 23 Mar 1998

Baa PLC

All interests of the borrower in the land and buildings at the great western railworks rodbourne road swindon wiltshire t/no:- WT68801 and WT97874. See the mortgage charge document for full details.

Created 24 Jun 1996

Tarmac Construction Limited

Land at the great western rail works rodbourne road swindon and all right title and interest in any lease licence or occupational right with a floating charge over the assets.

Created 18 Jun 1996