SWAYFIELDS LIMITED: Charges

Fixed and floating charge over the undertaking and all property and assets present and future, including goodwill, book debts, uncalled capital, buildings, fixtures, fixed plant & machinery.

By way of fixed charge (a) the investments, and (b) all dividends, interest and other money payable to the chargor in respect of the investments.

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.

All the rights, titles benefits and interests under or arising out of the documents specified in the schedule to the assignment. All book and other debts. See the mortgage charge document for full details.

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.

By way of fixed charge the investments and all dividends, interest and other money.

All the rights titles benefits and interests proprietary contractual or otherwise under or arising out of or evidenced by the documents particulars whereof specified in the schedule attached to the form 395 together with all books and other debts.

By way of floating charge all the assets. See the mortgage charge document for full details.

Fixed and floating charge over all undertaking and property including goodwill uncalled capital intellectual property debts fittings plant equipment machinery tools furniture. See the mortgage charge document for full details.

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.

By way of an assignment the interest and rights(present and future) of the company in the option agreement relating to land at new barn farm downside cobham surrey dated 15 november 1994. by way of assignment the interest and rights (present and future) of the company in the agreement for the construction of an msa and lease and lease back of the forecourt facilities relating to land at cobham surrey on the M25 motorway dated 21 september 2000. see the mortgage charge document for full details.

Any share in the share capital of extra-msa holdings limited held by the chargor and any dividend or interest paid or payable in relation to any share and any rights money or property accruing.

Full title guarantee and to the intent that the security created shall rank as continuing security for the liabilities, by way of legal mortgage one ordinary share of £1 in gold star msa forecourts limited, charges specifically to the bank by way of first fixed charge. See the mortgage charge document for full details.

The property known as land upon which petrol filling stations are to be constructed at motorway service areas on the east and west sides of the M3 motorway at schroner wood, martyr worthy, winchester, t/no: HP552876 all rights and claims and future right to receive rent pursuant to any lease, the benefit of all interest in any policies of insurance (the "texaco agreement" the "roadchef agreement" as defined) for further details please see form 395. see the mortgage charge document for full details.

By way of first legal mortgage f/h k/a 1 castle hill lincoln t/n-LL30920. L/h land on the east and west sides of the M3 motorway at shroner wood martyr worthy hampshire. F/h land k/a bridge house farm tibshelf bolsover derbyshire t/n-DY272924. (See form 395 for other properties charged).. See the mortgage charge document for full details.

By way of first legal mortgage f/h on the south-west side of junction 17 of the A1(m) at haddon near huntingdon cambridge t/n-CB180394. F/h on the north side of junction 10 of the A1(m) at radwell north hertford hertfordshire t/n-HD329633. F/h on the south-west side of the A14 (formerly A604) huntingdon road swavesey cambridgeshire.. See the mortgage charge document for full details.

All the property specified in schedule 1 of the charge;all of the insurances and all claims and returns of premiums in respect of them;fixed (or floating) charge all of the assets forming the subject matter of the original debenture;all of the interests in the hedging agreement.all its rights,title benefit and interest in and to the assigned contracts.the rental income.. See the mortgage charge document for full details.

The supplemental debenture creates an assignment by way of security of all the companys rights title benefit and interest in and to each of the building contract dated 5TH january 1999 and the contract guarantee bond dated 24TH december 1998. see the mortgage charge document for full details.

The f/h property on the south west side of junction 17 of the A1(m) at haddon nr. Huntingdon cambridgeshire t/n CB180394, the F.h property on the north side of junction 10 of the A1(m) at radwell north hertford t/n HD329633 and f/h property on the south west side of the A14 (formerly A604) huntingdon road swavesey cambridgeshire. See the mortgage charge document for full details.

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.

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.

F/Hold land/blds on north side of newtonwood lane,tibshelf,bolsover,derbyshire; t/no dy 272922 and bridge house farm,tibshelf,bolsover,derbyshire; dy 272924; see form 395. 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.

By way of a first legal mortgage f/h 1 castle hill lincoln t/n-LL30920 and all the l/h property being land on the east and west sides of the M3 motorway at shroner wood martyr worthy hampshire; by way of first fixed charge all plant and machinery book and other debts and the goodwill; by way of floating charge all the assets not otherwise effectively mortgaged or charged by way of fixed mortgage or charge.. See the mortgage charge document for full details.

The f/h property k/a 1 castle hill lincoln.t/no.LL30920.the l/h property being land on the east and west sides of the M3 motorway at shroner wood,martyr worthy,hampshire.. 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.

The l/h property k/a premises fronting the northbound carriageway of the M3 motorway shroner wood martyr worthy hampshire and the l/h property k/a premises fronting the southbound carriageway of the M3 motorway shroner wood martyr worth hampshire.